Terms of Use

Last Updated: May 17, 2024

PLEASE NOTE: THESE TERMS LIMITS CANADIAN USERS’ RIGHTS TO CLASS ACTION CLAIMS IN SECTION 10 BELOW.

PLEASE CAREFULLY READ THE FOLLOWING TERMS OF USE OF AIWYN, INC. AND ALL OF ITS SUCCESSORS IN INTEREST AND ASSIGNS (COLLECTIVELY, “AIWYN”, “US”, “WE”) BEFORE USING: www.aiwyn.ai and all related websites, and related mobile applications (the “Site”), and the products and services provided for through the Site (the “Services”). In order to enjoy all the benefits of the Site, you may register and create an account (“Account”). You may also visit the Site and make payments without registering. All users of this Site and the Services agree that access to and use of this Site and the Services is subject to the following terms of use (“Terms of Use”) and other applicable law.  Using the Site and Services means you have either previously accepted the accepted the Terms of Use and the current Privacy Policy found at www.Aiwyn.ai/privacy-policy when you registered and created an account or you are being presented these terms each time you use the Services as a Guest User.  If you are an account holder, you will be sent updated terms by email, where you will have the option to opt-out of having an account with Aiwyn.  If you do not agree to these Terms of Use or the Privacy Policy, please do not use this Site or Services. 

The Site and Services are intended for people 18 years or older.  You agree that by using this Site or the Services or creating an account, you are at least 18 years of age if you are a resident of the United States or otherwise the age of majority in your jurisdiction of residence.

1. Site
   
   A. The Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose without express written consent of Aiwyn. You may not use any meta tags or any other "hidden text" utilizing Aiwyn's name or trademarks without the express written consent of Aiwyn. Any unauthorized use terminates any permission or license granted by Aiwyn.
   
   B. We reserve the right to change any information, features and functions of the Site without prior notice. We may refuse service, cancel orders, terminate accounts and/or deny access to any or all parts of this Site if you engage in any conduct or activities that we determine, in our sole discretion, violate these Terms of Use, our rights or the rights of any third party. Use of the Site for any illegal or unauthorized purpose is strictly prohibited. We reserve the right to cancel orders due to suspected fraudulent activity in our sole discretion. 
2. Guidelines for Using the Services. Your use of the Services and the related licenses granted hereunder are also conditioned upon your strict adherence to the letter and spirit of the various applicable guidelines detailed on the Site or in the Services instructions. We may modify such guidelines in our sole discretion at any time. We reserve the right to terminate your account and access to the Services if it is determined that you have violated any such applicable guidelines.

3. Registration and Membership
4. To create an Account if you are a regular user of the Site or Service through us or as part of your engagement with one of our professional advisor clients such as an accounting firm (the “Firm”) as an employee of a Firm, please complete the applicable registration form by providing information such as your valid email address and by creating a password to register your profile. Each time you use your password or identification, you will be deemed to be authorized to access and use the Services in a manner consistent with these Terms of Use and Aiwyn has no obligation to investigate the authorization or source of any such access or use of the Services.
5. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THIS SITE AND SERVICES BY ANYONE USING YOUR PASSWORD AND IDENTIFICATION WHETHER OR NOT SUCH ACCESS TO AND USE OF THE SERVICES IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.
6. You are solely responsible for protecting the security and confidentiality of your password and identification. You shall immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of the security of the Site or Services.
7. To provide you an Account, we will request your payment information and when you provide it, you are consenting to Aiwyn holding that information and auto-populating your information when you sign into your Account to have access to our Services or make future payments.  You may opt-out from your Account with Aiwyn at any time by emailing your request to support@aiwyn.ai.You have the option to make payments as a Guest User without creating an Account by entering your information via a third-party Link to make payments at Stripe.. By creating an Account, where permitted by applicable law, you consent and agree that we may update your Account payment information with information your bank or credit card issuer may supply, or with other information available to us.  Please see also the attached Exhibit A, Supplemental Payment Terms for additional payment information.  Please note, all such personal information is subject to our Privacy Policy.
8. Billing and Payments on the Services. Generally, as an Account holder or unregistered Guest User, you acknowledge when you make a payment, you leave our Site when you make payments via Stripe, our current 3^rd party payment provider. Your use of their site is subject to Stripe’s Terms of Service and Privacy Policy. If you have an Account with us, at the time of payment, certain fields on their site may be prepopulated with your Account information; however you must always verify the payment information and consent to its accuracy and use on their Site as you proceed to pay. You may also use the Services as an unregistered “Guest User”, and in such instances, we collect some information about you temporarily for as long as it takes to assure payment through our third-party payment processor and to validate to Firms that payments have been made. 
9. Warranty Disclaimer THE SITE AND THE SERVICES OFFERED ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, UNLESS SPECIFICALLY SET FORTH OTHERWISE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AIWYN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. AIWYN DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED ON THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED OR THAT THE SITE, SERVICES OR THE SERVER THAT MAKES THE SITE AND SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AIWYN DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THE SITE OR SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE.  WHEN YOU ARE ON A THIRD-PARTY SITE, INCLUDING A PAYMENT PROVIDER SITE, YOU ARE SUBJECT TO THE THIRD-PARTY SITE’S PRIVACY POLICY AND TERMS OF USE. YOU ARE ALSO SUBJECT TO YOUR PAYMENT METHOD PROVIDER’S AGREEMENT AND GOVERNING TERMS.
10. Limitation of Liability and Indemnification
11. 
    AIWYN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR SERVICES ON THE SITE, EVEN IF AIWYN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  AIWYN’S DAMAGES TO YOU ARE CAPPED TO THE TOTAL AMOUNT OF FEES YOU HAVE PAID TO AIWYN IN THE PREVIOUS 12 MONTHS PRECEEDIGN THE SUCCESSFUL CLAIM. 

1. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR SERVICES PROVIDED THROUGH THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

1. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) to the extent arising out of or relating to your violation of these Terms or your use of the Site, including, but not limited to, your User Contributions, any use of the Site's content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Site.

7. Copyright and Intellectual Property Ownership
   The technology underlying the Site and Services and the entire contents of the Site and Services including, but not limited to, text, graphics, images, photographs, audio and video clips, digital downloads, data compilation or code is copyrighted under the United States and other copyright laws, and is the property of AIWYN and protected by copyright and other intellectual property or proprietary rights. The work includes works that are licensed to AIWYN. © 2024 Aiwyn, Inc. All rights reserved.  At the time you provide your feedback to Aiwyn, you assign all rights to use and exploit that feedback and agree not to later assert any ownership rights over the feedback.

8. Trademarks
   All trademarks, service marks and trade names of AIWYN on the Site are trademarks or registered trademarks of AIWYN or their respective owners. Our trademarks may not be used in any manner for any purpose without our express written consent.
9. Privacy Registration data and other Account information about you or our member customers provide are subject to our Privacy Policy at www.aiwyn.com/privacy-policy, which is incorporated herein by this reference and subject to these Terms of Use. You understand that the technical processing and transmission of this Site may involve (a) transmission of your personal data over various networks; and (b) changes to your personal information in order to conform and adapt to technical requirements of connecting networks or devices. 
10. Miscellaneous
11. 
    US Users Governing Law. These Terms of Use shall be governed and interpreted in accordance with the laws of the Commonwealth of Virginia without reference to conflicts of laws principles and excluding the United Nations Convention on Contracts for the Sale of Goods. YOU AND AIWYN AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE SHALL BE FINAL AND BINDING ARBITRATION, RATHER THAN JURY TRIALS OR CLASS ACTIONS. Any US user controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The foregoing shall not prevent Aiwyn from seeking injunctive relief in a court of competent jurisdiction. Judgment on the award may be entered in any court of competent jurisdiction. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.

1. Canadian Users’ Governing Law.   These Terms of Use shall be governed and interpreted in accordance with the laws of the Province of Ontario without reference to conflicts of laws principles and excluding the United Nations Convention on Contracts for the Sale of Goods. YOU AND AIWYN AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE SHALL BE FINAL AND BINDING ARBITRATION, RATHER THAN JURY TRIALS OR CLASS ACTIONS. Any Canadian user controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, shall be settled by arbitration administered by the Toronto JAMS Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The foregoing shall not prevent Aiwyn from seeking injunctive relief in a court of competent jurisdiction. Judgment on the award may be entered in any court of competent jurisdiction. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.
2. C. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms of Sale, for any failure or delay in our performance under these Terms of Sale when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), failure to perform or outages at a third-party payment provider(s) or with Payment Methods, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. 
3. If any current or future provision of these Terms of Use is found invalid, void or for any reason unenforceable, that provision is severable and does not affect the validity and enforceability of any remaining provision of these Terms of Use. If you are a representative of a company that is a customer of Aiwyn that has signed a separate agreement with Aiwyn (a “Customer Agreement”), then to the extent of any conflict between the terms of the Customer Agreement and these Terms of Use, the Customer Agreement shall govern. 
4. You may not assign or transfer these Terms of Use or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms of Use at any time without notice. 
5. Severability. If any provision of these Terms of Use is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms of Use and will not affect the validity or enforceability of the remaining provisions of these Terms of Use.
6. Survival. The provisions relating to Copyrights, Trademark, Warranty Disclaimer, Limitation of Liability and Indemnification, Privacy and Miscellaneous, shall survive any termination of these Terms of Use.
7. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding the use of the Service.  See also the California, US States and Canadian Supplemental Terms for further details about your California privacy rights.

Exhibit A to the Terms of Use - Supplemental Payment Terms

These Exhibit A, Supplemental Payment Terms, are an integral part of Aiwyn’s Terms of Use that govern the use of the Site and Services. All defined terms shall have the meanings set forth below or as defined in the Terms of Service. You should also carefully review our Privacy Policy at www.aiwyn.ai/privacy-policy before placing an order for Services through this Site.

1. Order Acceptance and Cancellation. You agree that your order is an offer to buy all Services listed in your order. All orders must be accepted by us or we will not be obligated to sell the Services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered. 
2. Prices and Payment Terms. 
3. A. Prices. All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a Service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes. All such taxes will be added to your order total and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent errors or omissions related to pricing or availability, and to cancel any orders arising from such occurrences.
4. B. Payment Method. Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept Visa, Mastercard, Discover, Amex, or ACH transfer for all purchases (“Payment Method”). If your Payment Method is declined, we will attempt to process your charge until the transaction is approved. We are not responsible for any fees or charges that your Payment Method issuer may apply. If your Payment Method issuer reverses a charge to your Payment Method, we may bill your Account directly and seek payment by another method including a mailed statement.  If you are a Guest User, please try other Payment Methods until successful.  Visa, Mastercard, Discover, Amex and ACH transfers from your banking institution are third-parties to Aiwyn and your use of these credit card companies and your bank is governed by your direct agreements with those entities.
5. C. Payment Processing. As stated in the Terms of Use where this Exhibit A is attached, we use a third-party payment processor for invoicing and payment processing of purchases through our Site. Currently we use Stripe, Inc. and its affiliates as our payment processor, whose terms of service at stripe.com/checkout/legal and privacy policy at www.stripe.com/privacy are hereby incorporated by reference. By purchasing Services through our Site, you agree to pay, through the payment processor all charges at the prices then in effect for any use of such services in accordance with the applicable payment terms, and you authorize us, through the third-party payment processor, to charge your chosen Payment Method. We are not responsible for any error by, or other acts of omissions of the third-party payment processor. Further, we are not responsible for any disputes between our customers and their clients that may be accessing our services to invoice or process payments.   
6. Authorization for payment via ACH debits. ACH debit payments are the transfer of funds from the bank account you have indicated for the purpose of making payment to us. By submitting your order to be paid by transfer from your bank account and entering your bank account information, you authorize us through our third-party payment processor to debit your bank account specified for any amount owed for the charges arising from your purchase and use of our services, until this ACH authorization is revoked. If you use our services or make purchases for services periodically, including choosing the recurring billing option as indicated below, you authorize us through our payment processor to debit your bank account periodically. Where you are purchasing a Service through us as part of your engagement with a Firm, you should reach out to your Firm representative to make any changes to your ACH debit authorization, including cancellation and revocation of such authorization.
7. E. Recurring Billing. If you choose a recurring payment plan, you acknowledge that such Services have an initial charge and recurring charges prior to cancellation.  Please email us here to inquire about early cancellation fees and options: support@aiwyn.ai.  We may submit periodic charges without further authorization from you, until we receive prior notice that you have terminated this authorization or wish to change your payment method. Where you are purchasing a service through us as part of your engagement with a Firm, you should reach out to your Firm representative to make any changes to your recurring payment plan, including cancellation of recurring payments.