iAllo Terms of Service

GENERAL TERMS OF USE
Last Updated: May 1, 2024

The Mandatory Arbitration Provision and Class Action Waiver in Section 13 (Dispute Resolution, Class Action Waiver, Arbitration Agreement) below govern the resolution of disputes. Please read them carefully. If you do not agree with these Terms (as defined below), including the Mandatory Arbitration Provision (if you have not opted out as allowed herein) and class action waiver, please do not use the Services or Software.
These General Terms of Use (“General Terms”), along with any applicable Additional Terms (see Section 1.2 (Additional Terms) below) (collectively, the “Terms”) govern your use of and access to our websites, web-based applications and products, customer support, discussion forums or other interactive areas or services, and services such as iAllo (collectively, the “Services”) and your installation and use of any software that we include as part of the Services, including, without limitation, mobile and desktop applications, browser-extensions, scripts, instruction sets, and related documentation (collectively, the “Software”). If you have entered into another agreement with us concerning specific Services and Software, then the terms of that agreement control where it conflicts with the Terms.

By using the Services or the Software, you affirm that you are of legal age to enter into the Terms, or, if you are not, that you have obtained parental or guardian consent to enter into the Terms. You must be 16 or older to register for an iAllo account. 

  1. Your Agreement with iAllo.
    1. Choice of Law and Contracting Entity. Your relationship is with iAllo Inc., a Delaware corporation (iAllo,” “us,” “we,” and “our”), and the Terms are governed by, and construed and interpreted in accordance with, the laws of the State of California, U.S.A., unless preempted by U.S. federal law, without regard to conflict of law rules.
    2. Additional Terms. Our Services and Software are licensed, not sold, to you, and also may be subject to one or more of the additional terms below (“Additional Terms”). If there is any conflict between the terms in the General Terms and the Additional Terms, then the Additional Terms govern in relation to those Services or Software. The Additional Terms are subject to change as described in Section 1.5 (Updates to Terms) below.
      1. Subscription & Cancellation Terms
        1. Subscription – Month to Month. Your subscription begins as soon as your initial payment is processed. Your subscription will automatically renew each month without notice until you cancel. You authorize us to store your payment method(s) and to automatically charge your payment method(s) every month until you cancel. We will automatically charge you the then-current rate for your plan, plus applicable taxes (such as VAT or GST if the rate does not include it), every month upon renewal until you cancel.We may change your plan’s rate each monthly renewal term, and we will notify you of any rate change with the option to cancel. If the applicable VAT or GST rate (or other included tax or duty) changes during your one-month term, we will accordingly adjust the tax-inclusive price for your plan on your next billing date.If your primary payment method fails, you authorize us to charge any other payment method in your account. If you have not provided us a backup payment method(s) and you fail to provide payment, or if all payment methods in your account fail, we may suspend your subscription. You can edit your payment information anytime in your account page.
        2. Cancellation Terms – Month to Month. You can cancel your subscription anytime via your account page or by contacting us at hello@iallo.io. If you cancel within 14 days of your initial order, you’ll be fully refunded. Should you cancel after 14 days, your payment is non-refundable, and your service will continue until the end of that month’s billing period.
        3. Subscription Terms – Annual Paid Monthly. Your subscription begins as soon as your initial payment is processed. Your subscription will automatically renew annually without notice until you cancel. You authorize us to store your payment method(s) and to automatically charge your payment method(s) every month until you cancel. We will automatically charge you the then-current rate for your plan, plus applicable taxes (such as VAT or GST if the rate does not include it), every month of your annual contract until you cancel.We may change your plan’s rate each annual renewal term, and we will notify you of any rate change with the option to cancel. If the applicable VAT or GST rate (or other included tax or duty) changes during your one-year term, we will accordingly adjust the tax-inclusive price for your plan mid-term on your next billing date. If your primary payment method fails, you authorize us to charge any other payment method in your account. If you have not provided us a backup payment method(s) and you fail to provide payment, or if all payment methods in your account fail, we may suspend your subscription. You can edit your payment information anytime in your account page.
        4. Cancellation Terms – Annual Paid Monthly. You can cancel your subscription anytime via your account page or by contacting us at hello@iallo.io. If you cancel within 14 days of your initial order, you’ll be fully refunded. Should you cancel after 14 days, you’ll be charged a lump sum amount of 50% of your remaining contract obligation and your service will continue until the end of that month’s billing period.
        5. Subscription Terms – Annual Prepaid. Your subscription begins as soon as your initial payment is processed. You will be charged, in one lump sum, the annual rate stated at the time of purchase, plus applicable taxes. Your subscription will automatically renew on your annual renewal date until you cancel. You authorize us to store your payment method(s) and to automatically charge your payment method(s) every year until you cancel.We will automatically charge you the then-current rate for your plan, plus applicable taxes (such as VAT or GST if the rate does not include it), every year upon renewal until you cancel. We may change your plan’s rate each annual renewal term, and we will notify you of any rate change with the option to cancel. If the applicable VAT or GST rate (or other included tax or duty) changes during your one-year term, we will accordingly adjust the tax-inclusive price for your plan mid-term on your next billing date.If your primary payment method fails, you authorize us to charge any other payment method in your account. If you have not provided us a backup payment method(s) and you fail to provide payment, or if all payment methods in your account fail, we may suspend your subscription. You can edit your payment information anytime in your account page.
        6. Cancellation Terms – Annual Prepaid. You can cancel your subscription anytime via your account page or by contacting us at hello@iallo.io. If you cancel within 14 days of your initial order, you’ll be fully refunded. Should you cancel after 14 days, your payment is non-refundable, and your service will continue until the end of your contracted term.
        7. Free Trial Terms. If you have signed up for a free trial, your free trial starts immediately after sign-up. At the end of your free trial, your subscription begins, and iAllo will automatically charge your payment method at the rate stated at the time of purchase, including any applicable taxes (such as VAT or GST if the rate doesn’t include it), in accordance with the terms of your subscription.If you cancel before the end of your free trial, your payment method won’t be charged. You may cancel your free trial by visiting your account page or by contacting us at hello@iallo.io.Your eligibility to use an iAllo free trial offer is determined solely by iAllo. Your access to any free trial offer is provided at iAllo’s sole discretion.
      2. Business Additional Terms.
        1. Definitions.
          1. “Admin” means an administrator who manages the Services and Software for Business Users within your Business.
          2. “Admin Console” means the program administration user interface that allows Admins to manage their Business’s Services and Software.
        2. Admin and the Admin Console.
          1. The Admin manages the Entitlements for all Business Users. The individual accepting the Terms on your behalf will be assigned as an initial Admin. An Admin can assign other Business Users to become an Admin as needed. At least one Admin must be assigned to manage your Admin Console. You authorize any Admin to act on your behalf, and you are responsible for their actions and omissions.
          2. Admins have important rights and controls over your Entitlements and your Business Users’ Content and Business Profiles. In the Admin Console, each Admin manages Entitlements, can add and remove Business Users, access Business Users’ Profiles, and view Business User account information. iAllo may provide Admins’ personal information to your Business Users.
          3. Any Business User an Admin enters into the Admin Console may receive Software and Services, even without a subscription or license being assigned to them by the Admin. The Admin Console is considered part of the Services, and only Admins have access to the Admin Console.
        3. Business Users. You must ensure that your Business Users comply with these Terms. You are responsible for the actions of your Business Users; including payment and orders they may place. You are also responsible for your Business Users’ Content and Business Profile(s). You must ensure that all Business Users keep all IDs and passwords confidential. iAllo does not control and is not responsible for Business Users’ Content storage choices.
        4. License Reassignment. You may reassign a license from one Business User to another Business User without requiring an additional license purchase, provided that, except as expressly permitted by us, reassigned licenses may not be redeployed in any shared license or similar deployment model (including, but not limited to floating, leased, generic user, or shift license deployment). We gather metrics on the number of licenses deployed and re-deployed to Business Users.
        5. Email Domain. If you are required to identify a domain for the operation of the Services, we may verify that you own or control that domain. If you do not own or control the domain you specify, then we have no obligation to provide you the Services.
        6. Application Usage Information. Your Business Users have the option to share information with us about how they use our applications. The information is associated with the Business User’s iAllo account and allows us to provide Business Users with a more personalized experience and helps us to improve product quality and features. See our Privacy Policy for more information, including how Business Users can change their preferences.
    3. Business and Personal Users. If you received an “Authorization” (which is defined as the right to use, access, and consume the Services and Software) from an organization or group, including but not limited to a business or any other commercial entity, government entity, non-profit organization, or educational institution (each, a “Business”) under one of iAllo’s business plans, then (A) you are a “Business User” of such Business; (B) your iAllo profile associated with such Authorization is a “Business Profile”; and (C) all references to “you” in the Terms will mean such Business and its Business Users, as applicable. If you are a Business User, you agree that, due to your receipt of Authorizations from such Business, (1) iAllo may provide such Business with the ability to access, use, remove, retain, and control your Business Profile and all Content therein whether uploaded or imported before or after the date the Terms were last updated; (2) your use of the Services and Software is governed by such Business’s agreement with iAllo; and (3) iAllo may provide your personal information to such Business. Access to complimentary Authorizations (“Complimentary Services”) may be provided to any users added to a Business’s Admin Console (as defined in the Business Customers Additional Terms set forth in Section 1.2) and such users would be considered Business Users. If you are a Business User with Authorizations from multiple Businesses, you may have separate Business Profiles associated with each Business. As a Business User, you may have different agreements with or obligations to a Business, which may affect your Business Profile or your Content. iAllo is not responsible for any violation by you of such agreements or obligations. If you did not receive Authorizations from a Business (e.g., you subscribed to a consumer plan and received Authorizations through this plan), then (a) you are a “Personal User”; (b) your iAllo profile is a personal profile; (c) you maintain sole access and control over all Content in your personal account or personal profile (except as otherwise indicated in the Privacy Policy); and (d) all references to “you” in the Terms will mean you as an individual. If you receive Authorizations through a personal plan and from a Business, then you are both a Personal User and a Business User. You are a Personal User when you utilize the Authorizations you obtained through your personal plan, and you are a Business User when you utilize your Authorizations provided by a Business.
    4. Business Email Domains. As a Personal User or a Business User, you may create an iAllo account using an email address provided or assigned to you by a Business (such as your work email address). If the Business establishes a direct relationship with us, they may want to add your account to such relationship. If this happens, the Business may, with prior notice from the Business or us, roll your account into the Business’s account. This means the Business may (A) access the account; (B) take control over the account and any Content therein whether stored, uploaded, or imported before or after the date the Terms were last updated; and (C) recommend any non-Business Content associated with such account to be moved to a new account that utilizes an email address not associated with such Business. You, as a Personal User with an iAllo account assigned to a Business or a Business User, also acknowledge that iAllo may provide your personal information to such Business (including, for clarity, sharing your information with an administrator of your Business), such as your name, email address and Authorization information. iAllo may share information about the Business, such as name and email address of the administrator, to a Business User.
    5. Updates to Terms. We may make changes to the Terms from time to time, and if we do, we will notify you by revising the date at the top of the Terms and, in some cases, we may provide you with additional notice. iAllo will not make changes that have the effect of imposing additional fees or charges without providing additional notice. Any such changes will not apply to any dispute between you and iAllo arising prior to the date on which we posted the revised Terms incorporating such changes, or when the Terms otherwise become effective. You should look at the Terms regularly. Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of our Services and Software confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services and Software and, if applicable, cancel your subscription.
  2. Privacy.
    1. Privacy. For information about how we collect, use, share, or otherwise process information about you and your use of our Services and Software, please see our Privacy Policy.
    2. Our Access to Your Content. We may access, view, or listen to your Content (defined in Section 4.1 (Content) below) through both automated and manual methods, but only in limited ways, and only as permitted by law. For example, in order to provide the Services and Software, we may need to access, view, or listen to your Content to (A) respond to Feedback or support requests; (B) detect, prevent, or otherwise address fraud, security, legal, or technical issues; and (C) enforce the Terms, as further set forth in Section 4.1 below. Our automated systems may analyze your Content and transcribe your calls using techniques such as machine learning in order to improve our Services and Software and the user experience. We do not access transcriptions unless a user asks us to and we redact personal and sensitive information to the point that we cannot see it.
    3. Sensitive Personal Information. You agree not to collect, process, or store any Sensitive Personal Information (as defined below) using the Services and Software, except as (A) directly authorized by iAllo, (B) intended by the Services and Software, or (C) governed by the Additional Terms, as applicable. You agree not to transmit, disclose, or make available Sensitive Personal Information to iAllo or iAllo’s third-party providers. “Sensitive Personal Information” means an individual’s financial information, data concerning an individual’s sexual behavior or sexual orientation, medical, or health information protected under any health data protection laws, biometric data, personal information of children protected under any child data protection laws (such as the personal information defined under the U.S. Children’s Online Privacy Protection Act (“COPPA”)) and any additional types of information included within this term or any similar term (such as “sensitive personal data” or “special categories of personal information”) as used in applicable data protection or privacy laws. If you are a Business, you also agree to ensure Business Users’ compliance with this Section 2.3 (Sensitive Personal Information).
    4. Transfer of Personal Information. We process and store information in the U.S. and other countries. By using our Services and Software, you authorize iAllo to transfer your personal information across national borders and to other countries where iAllo and its partners operate. To the extent your information constitutes Personal Information, you and iAllo hereby agree that you shall be deemed to be the Data Controller, and iAllo shall be deemed to be the Data Processor, as those terms are understood under the Applicable Data Protection Law.
    5. Safeguards. iAllo will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your information.
  3. Use of Services and Software.
    1. License. Subject to your compliance with the Terms and applicable law, we hereby grant you a non-exclusive, limited, revocable right (as set forth herein) for you to access, a) and use the Services and Software that we make available to you, and that you license from us. Each license is to be used by only one (1) person and cannot be shared. Personal Users must use the Software and Services for personal, non-commercial use only, unless otherwise authorized by iAllo. At the end of your license term, your license(s) will expire as set forth in your order document(s), or the applicable subscription and cancellation terms in Section 1.2 above. The version(s) of the Services and Software available at your renewal date may be different from the version(s) available when you first licensed them from iAllo. You agree that your decision to use, access, or license the Services and Software is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
    2. iAllo Intellectual Property. We (and our licensors, as applicable) remain the sole owner of all right, title, and interest in the Services and Software. Except as stated in the Terms, we do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Services or Software. This means you may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. We reserve all rights not granted under the Terms.
    3. User-Generated Content. With respect to the content or other materials users upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, and that you have all required rights to post or transmit such content or other materials without violation of any third-party rights. By uploading any User Content you hereby grant and will grant iAllo, its affiliated companies and partners a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute (through multiple tiers of distribution and partnerships), store, modify and otherwise use and fully exploit your User Content in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise). You acknowledge and agree that iAllo may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of iAllo, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
    4. Free Memberships, Complimentary Services, Offers, and Trials. iAllo may provide free memberships, Complimentary Services, offers, and trial subscriptions in its sole discretion. If access to the Services and Software is provided to you for free, Complimentary Services, or for trial purposes, such access is governed by the Terms. At any time prior to or during the free, Complimentary Services, or trial period, iAllo may, in its sole discretion, terminate that access without prior notice and without any liability to you, to the extent permitted under applicable law, for any reason, including to prevent abuse of the free, Complimentary Services, or trial access. After the free, Complimentary Services, or trial access period expires, you may continue using the Services or Software only by enrolling in a paid subscription, if available, or as otherwise permitted by iAllo. During the free, Complimentary Services, or trial period, no express or implied warranties shall apply to the Services and Software; all Services and Software are provided “as-is” with all defects, and no technical or other support is included.
    5. Pre-release or Beta Version. We may designate the Services and Software, or a feature of the Services and Software, as a prerelease or beta version (“Beta Version”). A Beta Version does not represent the final Services and Software and may contain bugs that may cause system or other failure and data loss. We may choose not to release a commercial version of the Beta Version. You must promptly cease using the Beta Version and destroy all copies of the Beta Version if we request you to do so. In exchange for your use of a Beta Version, you agree that iAllo may collect data, including crash data, regarding your use of the Beta Version and analyze your Content, including manual review, to improve our Services and Software and to personalize your experience, regardless of whether you have opted-out of data collection for non-Beta Versions. If you do not wish to have your usage tracked or Content analyzed, you must discontinue your use of the Beta Version by uninstalling such Beta Version or utilizing a non-Beta Version of the Services and Software. Any separate agreement we enter into with you governing the Beta Version will supersede these provisions.
    6. Third-Party Services and Software. iAllo may make third-party software and services (including plug-ins and extensions) available to you through the Services and Software as a convenience. Third-party software and services are not Services and Software as defined in the Terms and your acquisition and use of such third-party software and services is solely between you and the third party. You are responsible for complying with all applicable third-party terms.
    7. Permission to Use Analytics Data; AI Output.
      1. Definitions.
        1. “AI Output” means the data output generated by AI Services from your use of such AI Services.
        2. “AI Services” means any feature, functionality, product, or service made available by iAllo (including any iAllo Service(s)) which utilizes machine learning or artificial intelligence technology, including any of the same labeled or otherwise identified as AI-powered in iAllo Services or applicable Documentation.
        3. “Analytics Data” means any data, output (including AI Output), insights, or other information comprising, generated or derived from: (i) your and users who received an Authorization, use of the iAllo Services; and (ii) your data and Content, in each case in de-identified form.
      2. As between the parties, you own AI Output (to the extent protectable under intellectual property law) (i) subject to iAllo’s underlying ownership of iAllo Services, AI Services, AI models, training data (excluding your data and Content), Analytics Data, AI training tools, AI Output formats, and other technology used or provided by iAllo as part of or in connection with AI Services, and all intellectual property rights therein, including but not limited to updates, enhancements and modifications thereto (“iAllo AI Technology”), which iAllo solely and exclusively owns; and (ii) provided that Customer may use AI Output solely for its internal business purposes subject to the restriction set forth in Section 6.20. You are not authorized to use (and shall not permit any third party to use) AI Services, iAllo AI Technology, or any portion thereof except as expressly authorized by these Terms and this Agreement.
      3. Due to the nature of machine learning, AI Output may not be unique and AI Services may generate the same or similar output to AI Output for iAllo, Customer, or a third party. you understands and agree that similar or the same output to AI Output may be delivered to other users, and such output requested by and generated for other users is not considered AI Output or your data. AI Services may in some situations produce output (including AI Output) that is inaccurate, incorrect or otherwise undesirable. You shall evaluate the content, nature and accuracy of any AI Output as appropriate for its applicable use case, including by using human review of AI Output.
      4. Notwithstanding anything to the contrary in the Terms, iAllo may (i) use AI Output to provide iAllo Services to Customer, and (ii) generate and process Analytics Data to improve iAllo Services, including for artificial intelligence and machine learning purposes. You agree that iAllo may collect, store and use Analytics Data (defined below) in providing the iAllo Services, supporting your use of the iAllo Services, improving iAllo products and services, and as part of iAllo’s business operations. You may use Analytics Data provided or made accessible by iAllo only for your internal business purposes in connection with your use of the iAllo Services and subject to the usage restrictions set forth in the Terms. “Analytics Data” means any data, output, insights, or other information generated or derived from: (i) Customer’s and users with an Authorization’s use of the iAllo Services; and (ii) your data, in each case derived or aggregated in de-identified form. This Section (Permission to Use for Analytics Data Use; AI Output) shall survive termination or expiration of the Terms, including any ordering document(s) and accompanying attachments and exhibits to the Terms.
    8. Recordings. By using the Services, you authorize iAllo to record phone calls in order to provide the Services. You will receive a notification (audible or otherwise) when the recording is enabled. If you do not consent to being recorded, you can choose to leave the recorded session. Please note that all parties on a call will be notified of recording and any party may leave at any time.
  4. Your Content.
    1. Content. “Content” means any text, information, communication, or material, such as audio files, video files, electronic documents, recordings, transcriptions, or images, that you upload, import into, embed for use by, create or are created by using the Services and Software. We reserve the right (but do not have the obligation) to remove Content or restrict access to Content, Services, and Software if any of your Content is found to be in violation of the Terms. We do not review all Content uploaded to the Services and Software, but we may use available technologies, vendors, or processes, including manual review, to screen for certain types of illegal content (for example, child sexual abuse material) or other abusive content or behavior (for example, patterns of activity that indicate spam or phishing).
    2. Licenses to Your Content. Solely for the purposes of operating or improving the Services and Software, you grant us a non-exclusive, worldwide, royalty-free sublicensable, license, to use, reproduce, publicly display, distribute, modify, create derivative works based on, publicly perform, and translate the Content. For example, we may sublicense our right to the Content to our service providers or to other users to allow the Services and Software to operate as intended. Separately, Section 4.4 (Feedback) below covers any Feedback that you provide to us.
    3. Ownership. As between you and iAllo, you (as a Business User or a Personal User, as applicable) retain all rights and ownership of your Content (or where applicable, you must ensure that you or the Business (as applicable) have a valid license to the Content). We do not claim any ownership rights to your Content.
    4. Feedback. You may choose to provide us with feedback regarding the Services and Software, including in the form of ideas, suggestions, proposals, examples involving your Content, (“Feedback“). In such event, you agree that we are free to use the Feedback for our business purposes, including by incorporation into the Services and Software without any payment or attribution or other obligation to you.
  5. Your Account.
    1. Account Information. You, as a Personal User or a Business User, are responsible for all activity that occurs via your account even if that activity is not by you or is without your knowledge or consent. You may not (A) share your account information (except with an authorized account administrator), whether intentionally or unintentionally; or (B) use another person’s account. Your account administrator may use your account information to manage your use and access to the Services and Software. We reserve the right to monitor and enforce use type and subscription plan limits and restrictions, including, but not limited to, the right to charge for overages.
    2. Account Security. You are responsible for taking reasonable steps to maintain the security and control of your iAllo Account. iAllo may require you to enable multi-factor authentication and provide a phone number or an alternate email for security purposes. iAllo assumes no responsibility for any loss that you may sustain due to a compromise of your account login credentials, or your failure to follow or act on any notices or alerts that we may send to your email address or telephone number. You are responsible for keeping your email address and telephone number up to date in order to receive any notices or alerts that we may send you, and you are also responsible for carefully reviewing any messages purporting to be from iAllo to ensure they are legitimate. We assume no responsibility if you are unable to access your iAllo Account because you cannot provide the appropriate login credentials, such as a password, email address, or telephone number. If you suspect that your iAllo Account or any of your security details have been compromised, please contact your account administrator or iAllo Customer Care at hello@iallo.io.
    3. Free Account Inactivity. You are responsible for keeping your account active, which means you must sign in and use your account periodically to avoid any Content deletion, disruption or loss of access to the Services and Software, or termination of your account. If you don’t sign into your account periodically, we reserve the right to assume your account is inactive, and you agree that we may permanently delete your Content stored in the account or close your account entirely. Prior to permanently deleting your Content or closing your account for inactivity, we will attempt to provide notice to you. For the avoidance of doubt, this Section 5.3 (Free Account Inactivity) does not apply to paid accounts in good standing.
  6. User Conduct.
    You must use the Services and Software responsibly and not misuse the Services and Software. For example, you must not:

    1. use the Services and Software without, or in violation of, a written license or agreement with iAllo;
    2. copy, modify, host, stream, sublicense, or resell the Services and Software;
    3. enable or allow others to use the Services and Software using your account information;
    4. offer, use, or permit the use of or access to the Services and Software in a computer services business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time sharing basis, as a part of a hosted service, or on behalf of any third party;
    5. access or attempt to access the Services and Software by any means other than the interface we provide or authorize;
    6. circumvent any access or use restrictions put into place to prevent certain uses of the Services and Software;
    7. Share or generate Content, or otherwise engage in behavior that violates anyone’s Intellectual Property Rights. “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights;
    8. Share or generate any Content or engage in behavior that is unlawful, harmful, threatening, obscene, violent, abusive, tortious, defamatory, libelous, vulgar, lewd, invasive of another’s privacy, hateful, or otherwise objectionable;
    9. Share or generate any Content that sexualizes minors or that is intended to facilitate inappropriate interactions with minors, other iAllo users, or the public;
    10. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including not disclosing an applicable sponsorship or endorsement relationship when you leave a review;
    11. attempt to disable, impair, or destroy the Services and Software;
    12. upload, transmit, store, or make available any Content, or code that contains any viruses, malicious code, malware, or any components designed to harm or limit the functionality of the Services and Software;
    13. disrupt, interfere with, or inhibit any other user from using the Services and Software (such as stalking, intimidation, harassment, or incitement or promotion of violence or self-harm);
    14. engage in chain letters, junk mail, pyramid schemes, phishing, spamming, or other unsolicited messages;
    15. engage in fraudulent activities, such as payment and refund fraud;
    16. use any data mining or similar data gathering and extraction methods in connection with the Services and Software, including data scraping for machine learning or other purposes;
    17. artificially manipulate or disrupt the Services and Software;
    18. create iAllo accounts for the purpose of violating the Terms or our policies (or other types of actions taken by iAllo), including, but not limited to, creating fake accounts, or for circumventing account termination;
    19. manipulate or otherwise display the Services and Software by using framing or similar navigational technology; or
    20. use iAllo Services or AI Output, to train, calibrate, or validate, in whole or in part, any other systems, programs or platforms, or for benchmarking, software-development, or other purposes competitive to iAllo Services.
    21. violate applicable law.
  7. Payment of Fees.
    1. Fees & Payment. You will pay iAllo the then applicable fees described in the ordering document(s) for the Services and in accordance with the terms therein (the “Fees”).  If your use of the Services exceeds the Service Capacity set forth on the ordering document(s) or otherwise requires the payment of additional fees (per these Terms), you shall be billed for such usage and you agree to pay the additional fees in the manner provided herein.  iAllo reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to you (which may be sent by email or by notice through the Services). If you believe that iAllo has billed you incorrectly, you must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to iAllo’s customer support department.
    2. Taxes and Third-Party Fees. You must pay any applicable taxes and third-party fees (including, for example, telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, VAT, foreign exchange fees, and foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses.
    3. Credit Card Information. You authorize us or our authorized vendor(s) to store your payment method and use it in connection with your use of the Services and Software as described in your Subscription and Cancellation Terms. To avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information. You authorize us or our authorized vendor(s) to continue billing and charging your account for amounts owed with the information that we obtain.
  8. Your Warranty and Indemnification Obligations.
    1. Warranty. You must have: (A) all necessary licenses and permissions to use and share your Content; and (B) the rights necessary to grant the licenses in the Terms.
    2. Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim(s), demand(s), loss(es), or damage(s), including reasonable attorneys’ fees, arising out of, or related to:
      (A) your Content;
      (B) your use of the Services and Software (as applicable);
      (C) your interactions with any other users (including Third-Party Authorization Holders); or
      (D) your violation of the Terms (“Matter”).
      We have the right to control the defense of any Matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any Matter.
  9. DISCLAIMERS OF WARRANTIES.
    1. Unless stated in the Additional Terms, the Services and Software are provided “AS-IS.” To the maximum extent permitted by law, iAllo, its affiliates, and third-party providers (“Covered Parties”) disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. The Covered Parties make no commitments about the content within the Services. The Covered Parties further disclaim any warranty that (A) the Services and Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (B) the results obtained from the use of the Services and Software will be effective, accurate, or reliable; (C) the quality of the Services and Software will meet your expectations; or (D) any errors or defects in the Services and Software will be corrected.
    2. The Covered Parties specifically disclaim all liability for any actions resulting from your use of any Services and Software. You may use and access the Services and Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to any Service and Software.
    3. If you post your Content on our servers to publicly share through the Services, the Covered Parties are not responsible for: (A) any loss, corruption, or damage to your Content; (B) the deletion of Content by anyone other than iAllo; or (C) the inclusion of your Content by third parties on other websites or in other media.
  10. LIMITATION OF LIABILITY.
    1. Unless stated in the Additional Terms, in no event shall the Covered Parties be liable to you or anyone else for any special, incidental, indirect, consequential, moral, exemplary or punitive damages whatsoever, regardless of cause, including losses and damages (A) resulting from loss of use, data, reputation, revenue, or profits; (B) based on any theory of liability, including breach of contract or warranty, negligence, or other tortious action; or (C) arising out of or in connection with your use of or access to the Services and Software. Nothing in the Terms limits or excludes our liability for gross negligence, intentional misconduct of iAllo or its employees, death, or personal injury.
    2. Our total liability in any matter arising out of or related to the Terms is limited to the greater of (A) US $100; or (B) the aggregate amount that you paid for access to the Services and Software during the three-month period preceding the event giving rise to the liability. Our suppliers will have no liability in any matter arising out of or related to the Terms.
    3. These limitations and exclusions in this Section 10 (Limitation of Liability) apply to the maximum extent permitted by law even if (A) a remedy does not fully compensate you for any losses or fails of its essential purpose; or (B) the Covered Parties knew or should have known about the possibility of damages.
    4. The Terms set forth the entire liability of the Covered Parties as well as your exclusive remedy with respect to access and use of the Services and Software.
  11. Termination.
    1. Termination by You. You may cancel your subscription and terminate your use of the Services and Software at any time. Cancellation or termination of your account does not relieve you of any obligation to pay any outstanding fees associated with your subscription, including, but not limited to early cancellation fees.
    2. Termination by Us. Unless stated in the Additional Terms, we may at any time immediately terminate or suspend your right to use and access the Services and Software if in iAllo’s sole discretion:
      1. you breach any provision of the Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
      2. you fail to make the timely payment of fees for the Services and Software, if any;
      3. you physically, verbally, or through other means abuse, threaten, bully, or harass us or our personnel (in such circumstances, we may alternatively suspend or restrict your access to the Services and Software);
      4. you have repeatedly made complaints in bad faith or without a reasonable basis, and continue to do so after we have asked you to stop (in such circumstances, we may alternatively suspend or restrict your access to the Services or Software);
      5. continuing to provide the Software or Services to you would violate any applicable law;
      6. we elect to discontinue the Services and Software, in whole or in part if it becomes impractical for us to continue offering Services in your region due to change of law, or other reason;
      7. there has been an extended period of inactivity in your free account; or
      8. you resell or attempt to resell the Services and Software without the express prior written consent of iAllo.If we terminate the Terms, or your use of the Services and Software for reasons other than for cause, as listed in any of Sections (A) to (D) and (G) above, we will make reasonable efforts to notify you via the email address you provide to us, at least thirty (30) days prior to termination, with instructions on how to retrieve your Content. If we terminate your use of the Services and Software for reasons listed in Sections (E) or (F), we may, in our sole discretion, provide you with a pro rata refund for any prepaid, unused fees for that Service or Software. Upon termination by us, you may lose access to your Content.
    3. Survival. Upon the expiration or termination of the Terms, some or all of the Services and Software may cease to operate without prior notice. Your indemnification obligations, our warranty disclaimers and limitations of liabilities, and the dispute resolution provisions stated in the Terms will survive.
    4. Account Deactivations and Appeals. If you believe your iAllo Account has been deactivated in error, you may submit an appeal contacting Customer Care at hello@iallo.io.
  12. Trade Sanctions and Export Control Compliance.
    The Services and Software, and your use of them, are subject to laws, restrictions, and regulations of the United States and other jurisdictions that govern the import, export, and use of the Services and Software. By using the Services and Software, you agree to comply with all such laws, restrictions, and regulations, and you warrant that you are not prohibited from receiving the Services and Software by the laws of any jurisdiction. Additionally, you agree not to upload to or transmit over any Services or Software any content that is controlled for export from the United States (including technical data controlled under the US International Traffic in Arms Regulations and technology controlled under the US Export Administration Regulations) without prior written approval from iAllo.
  13. Dispute Resolution, Class Action Waiver, Arbitration Agreement.
    iAllo Customer Care is available to address most concerns that you may have regarding iAllo’s Services and Software. Contact iAllo Customer Care at hello@iallo.io.

    1. Notice of Claim and Required Information Dispute Resolution Process. If you have any concern or dispute that iAllo Customer Care is unable to resolve (“Claim”), you agree to first try to resolve the dispute informally and in good faith by contacting us and providing a written Notice of Claim to the address provided in Section 18.2 (Notice to iAllo). The Notice of Claim must provide iAllo with fair notice of your identity, a description of the nature and basis of your Claim, and the relief you are seeking, including the specific amount of any monetary relief you are seeking, and cannot be combined with a Notice of Claim for other individuals. If any dispute related to your Claim is not resolved within 30 days of receipt, any resulting legal actions must be resolved through either small claims court or final and binding arbitration, including any dispute about whether arbitration is required for the dispute, subject to the exceptions set forth below. Neither party shall initiate legal action until 30 days after the Notice of Claim is received. This agreement to arbitrate shall apply, without limitation, to all claims that arose or were asserted before the effective date of the Terms. The arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of the Terms or formation of the Terms, including whether any dispute between us is subject to arbitration (i.e., the arbitrator will decide the arbitrability of any dispute) and whether all or any part of these Terms are void or voidable. Claims related to the Terms, Services, or Software are permanently barred if not brought within one year of the event resulting in the Claim.
    2. No Class Actions. You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Nonetheless, if any portion of this class action waiver is deemed unenforceable or invalid as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.
    3. Arbitration Rules. If you reside in the Americas, JAMS will administer the arbitration in Los Angeles County, California, USA, pursuant to its Streamlined Arbitration Rules and Procedures. There will be one arbitrator that you and iAllo mutually select. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over you and us. In the event of a conflict between the rules of the arbitration provider and the Terms, including with respect to the assessment of the fees and costs of arbitration, the Terms will govern.
    4. Arbitration Fees and Costs. Payment of all filing, administration, and arbitrator fees and costs of arbitration will be governed by the rules of the arbitration provider, except that to the extent that you bring a Claim as part of a Coordinated Action, we agree that the parties will equally share all of the fees and costs of arbitration (to the extent that allocation is not already required under applicable rules). For purposes of this section, a “Coordinated Action” is any action in which you are represented by a law firm or collection of law firms that has filed numerous coordinated individual arbitration demands of the same or similar nature against iAllo within a short time. Notwithstanding the above, if you are unable to afford fees or costs of arbitration, iAllo will pay them. If the arbitrator finds that either the substance of a Claim or the relief sought in arbitration was frivolous, or a Claim was brought for an improper purpose, the parties may seek to re-allocate the fees and costs of arbitration, according to the rules of the arbitration provider.
    5. Exceptions to Arbitration – Small Claims and Injunctive Relief. Notwithstanding the foregoing, either party may elect to have any Claim that is subject to the jurisdiction of small claims court decided in small claims court in Los Angeles County, California, USA, or the county of your residence. If either party files a Claim in arbitration that could have been brought in small claims court, the other party may provide notice that it wants the case decided in small claims court before the appointment of an arbitrator, and the arbitrator shall administratively close the case before assessing any fees, and the party bringing the Claim must proceed in small claims court in lieu of arbitration. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. Additionally, either party shall be entitled to apply for preliminary injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction, such as in the event of your or others’ unauthorized access to or use of the Services or Software in violation of the Terms. If a party has a dispute in which they seek to obtain both preliminary injunctive relief and other forms of relief, the party may go to court to seek preliminary injunctive relief but must arbitrate its claims or seek relief in small claims court for all other forms of relief.
    6. Acceptance of Arbitration and Right to Opt Out. Within the first thirty (30) days of your use of the Services and Software or the date of the last update to Section 13 (Dispute Resolution, Class Action Waiver, Arbitration Agreement) of the Terms, whichever is later, you have the right to opt out of the arbitration and class action waiver provisions of Section 13 (Dispute Resolution, Class Action Waiver, Arbitration Agreement) by sending us written notice of your decision at the address set forth in Section 18.2 (Notice to iAllo) or via email at hello@iallo.io. If you opt out of these provisions, iAllo will also not be bound by them.
  14. Audit Rights.
    If you are a Business, then we may, no more than once every twelve (12) months, upon at least seven (7) days’ prior notice to you, appoint our personnel or an independent third-party auditor who is obliged to maintain confidentiality, to inspect (including manual inspection, electronic methods, or both) your records, systems, and facilities to verify that your installation and use of Services or Software comply with our Terms. Additionally, you will provide us with all records and information requested by us within thirty (30) days of our request in order for us to verify that the installation and use of any and all Services and Software is in conformity with your valid licenses. If the verification discloses a shortfall in conformity with the licenses for the Services and Software, you will immediately acquire any necessary licenses, subscriptions, and applicable back maintenance and support or other applicable action in order to remedy any such non-conformity(ies).
  15. Updates to Services and Software and Availability.
    1. Updates to the Services and Software. We may modify, update, or discontinue the Services and Software (including any portions or features), which modifications, updates or discontinuations may, for clarity, be detrimental or result in a diminishment of value to you, at any time, without liability to you or anyone else. For changes to paid offerings that, in iAllo’s reasonable discretion, are detrimental or result in a material diminishment of value to you, we will make reasonable commercial efforts to notify you of such modification, update, or discontinuation. If we discontinue the Services or Software in its entirety, we will use reasonable commercial efforts to allow you to transition your Content, and we may provide you with a pro rata refund for any unused fees for that Service or Software that you prepaid.
    2. Availability. Our webpages may be accessible worldwide, but this does not mean all Services and Software are available in your country or that user-generated content available via the Services and Software is legal or available in your country. Access to certain Services (or certain Service features) or Software may be blocked in certain countries. It is your responsibility to make sure your use of the Services and Software is legal or available where you use them. Services and Software are not available in all languages.
  16. No Modifications, Reverse Engineering, Artificial Intelligence/Machine Learning (AI/ML).
    Certain elements of the Services and Software constitute our (or our licensors’) confidential information. Except as expressly permitted in the Terms, you must not (and must not allow third parties to): (A) modify, port, adapt, or translate any portion of the Services or Software; (B) reverse engineer (including but not limited to monitoring or tracking the inputs and outputs flowing through a system or an application in order to recreate that system), decompile, disassemble, or otherwise attempt to discover, within any Service or Software, the source code, data representations or underlying algorithms, processes, methods, and any other portion of such Service or Software; or (C) use the Services or Software, or any content, data, output, or other information received or derived from the Services or Software, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithms or artificial intelligence system, including but not limited to any architectures, models, or weights. If the laws of your jurisdiction give you the right to decompile the Services or Software to obtain information necessary to render the licensed portions of the Services or Software interoperable with other software, you must first request such information from us. We may, in our discretion, either provide such information to you or impose reasonable conditions, including a reasonable fee, on your decompilation of the Services or Software to ensure that our and our licensors’ and suppliers’ proprietary rights in the Services and Software are protected.
  17. DMCA
    We respect the Intellectual Property Rights of others, and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”). If you believe in good faith that any materials on the Service or Software infringe upon your copyrights, please send the following information to iAllo’s Copyright Designated Agent at hello@iallo.io:

    • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
    • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
    • Your address, telephone number, and email address;
    • A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
      a statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or are authorized to act on the copyright owner’s behalf;
    • A physical or electronic signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest.
  18. Miscellaneous.
    1. Notice to iAllo. You may send notices to us at the following email address hello@iallo.io.
    2. Notice to You. We may notify you by your email or postal mail associated with your account, postings within the Services, or other legally accepted means. It is your responsibility to keep your account information current to receive notifications.
    3. Non-Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent, and any such attempt will be void. We may assign or transfer our rights under the Terms to a third party without your consent.
    4. Government Terms. If you are a U.S. government entity, or if the Terms are or become subject to the Federal Acquisition Regulations (FAR), then the Services and Software, provided under the Terms are “Commercial Product(s) or Commercial Service(s)”, as those terms are defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” and services related thereto, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through §227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Federal Government End Users (A) only as Commercial Products and Services; and (B) with only those rights as are granted to all other end users pursuant to the Terms. Unpublished rights are reserved under the laws of the United States.
    5. Headings. Headings used in the Terms are provided for convenience only and will not be used to construe meaning or intent.
    6. Severability. If any provision of the Terms is held invalid or unenforceable for any reason, the remainder of the Terms will continue in full force and effect and such provision shall be ineffective only to the extent of such invalidity or unenforceability.
    7. No Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.
    8. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation (other than your payment obligations to iAllo) under the Terms if the delay or failure is due to unforeseen events, which occur after the effectiveness of the Terms and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
    9. Complete Agreement. These Terms constitute the entire agreement between you and iAllo and govern your use of the Service or Software, superseding any prior agreements between you and iAllo with respect to the Service or Software. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software.