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Terms and Conditions

Effective as of April 2025.

These terms and conditions between you and Splay technologies private limited with a registered office at Villa no-50, Windmills of your mind, Whitefield, Bangalore South, Bangalore- 560066, Karnataka (“Splayed.ai”, “we”, “us”, or “our”) describe the terms of service (“Terms”) with respect to your access to and use of content, reports, documents, products, and online services (including Splayed Payments and Splayed Affiliates Payments), referred to collectively as the “Services”) Splayed.ai makes available through splayed.ai (referred to collectively as the “Site”). Please take the time to read the Terms carefully as it governs your use of the Site and Services.

1. Agreement Acceptance

All of the terms and conditions stated herein apply without modification by you and together constitute a legally binding agreement between you and Splayed.ai (the “Agreement”). By using or accessing the Site and/or Services, you understand and agree to abide by these Terms whether on your own behalf or on behalf of a legal person you represent. If you are entering into these Terms on behalf of a legal person, you represent that you have the authority to bind the legal person and its affiliates to these Terms, in which case the terms “you” or “your” shall refer to that legal person and its affiliates. If you do not agree, you may not use or access the Sites and Services.

2. Amendments

From time to time, Splayed.ai may revise, amend or otherwise change these Terms without prior notice to you. You acknowledge and agree that it is your responsibility to review these Terms of Service periodically for changes. You agree that your use of the Services after the effective date of such change will constitute your consent to the revised, amended, or otherwise changed Terms. If you do not agree to the changes, you must stop using the Services. Splayed.ai will send a notification email to all active customers informing them of changes to the Terms of Service. The email will include a summary of key updates and a link to review the revised Terms.

3. Your Use of The Services and Splayed Payments

Splayed.ai provides you with a limited, non-exclusive, non-transferable, personal and non-assignable permission to use the Site and the Services, including Splayed Payments. All restrictions on usage are outlined in Section 9 (Prohibited Uses), which supersedes any conflicting terms previously mentioned here. Some services, including certain features of Splayed Payments, may be available upon request and may require separate activation or agreement by Splayed.ai.

4. Provision Of The Services

4.1. You understand and agree that Splayed.ai may modify, terminate, suspend, or otherwise adjust any and all aspects of the Services at any time without prior notice to you where reasonable, or with notice for significant changes. Splayed.ai does not guarantee uninterrupted access to the Services.

4.2. Splayed.ai shall use commercially reasonable efforts to make the Splayed.ai Services and Site available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Splayed.ai will use reasonable efforts to give a 48 hours’ advance electronic notice such as via an in-application banner or email), and (b) any unavailability arising from force majeure events or circumstances beyond our reasonable control.

4.3. Splayed.ai shall provide reasonable technical support to you in accordance with Splayed.ai’s standard practice. We aim to respond within 48 business hours to support queries or issues that prevent you from accessing the Splayed.ai Services or Site on any regular business day.

4.4. You acknowledge and agree that Splayed.ai can disable access to Services for non-payment or other material breach of the Terms. If your access is disabled, you may be prevented from accessing your files or other content which is contained in the Splayed.ai Site or Services, as specified in Section 11 (Termination).

4.5. You acknowledge and agree that you are allowed to use only one primary advertising account per person or entity, unless otherwise explicitly agreed in writing by Splayed.ai. Enforcement details are outlined in Section 9.20.

5. Security

As part of the registration process, you may be required to provide certain information including, but not limited to, your name, the business name, address, phone number, payment information (e.g., credit card, bank account details for Splayed Payments), and email address. You agree that any registration information you give to Splayed.ai will always be accurate, correct and up to date. You are responsible for protecting any access credentials, tokens, keys or passwords for the Splayed.ai Site and Services from unauthorized access. You will be held responsible for any activity that occurs under your access credentials. You are solely responsible for any and all activity that occurs on or through your access credentials. You agree to notify Splayed.ai immediately of any unauthorized use of your access credentials or any other breach of security. Splayed.ai may access your account information from time to time to provide You assistance with technical or billing issues or in order to maintain or improve the Services.

6. Privacy

6.1. You acknowledge that when processing personal data of individuals that you obtain through your use of the Site and the Services, you may become a “controller” of personal data for the purposes of applicable data protection laws including the EU General Data Protection Regulation (GDPR), the UK General Data Protection Regulation, and India's Digital Personal Data Protection Act (DPDPA) or other similar laws in relevant jurisdictions.

6.2. If GDPR, DPDPA or similar data protection laws apply to you, you hereby acknowledge that as between you and Splayed.ai (each a “Party” and together the “Parties”):

  • (1) each Party is an independent controller (or data fiduciary, as applicable) for the purposes of applicable data protection laws in relation to personal data that Splayed.ai (a) obtains from you to administer the Services, including to carry out billing and collections, and (b) obtains from third party sources (e.g., influencers you engage with) and provides to you or processes on your behalf through the Site and the Services (the “Creator Data”);
  • (2) the Parties do not jointly determine the purposes and means of processing Creator Data and do not act as joint controllers (or joint data fiduciaries).

6.3. Subject to Section 6.2, you agree that in relation to personal data you provide to Splayed.ai when you make use of the Site and the Services (“Your Data”), you act as an independent controller (or data fiduciary), and Splayed.ai acts as your processor (or data processor). You agree that:

6.4. Splayed.ai will process Your Data to provide you with certain elements of the Services, in accordance with your instructions. Your instructions are documented in this Agreement and your use of the Services. Unless prohibited by applicable law, Splayed.ai will inform you if Splayed.ai is subject to a legal obligation that requires Splayed.ai to process personal data in contravention of your instructions.

  • (1) Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Splayed.ai will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk. Splayed.ai will notify you without undue delay after becoming aware of a personal data breach involving Your Data that is likely to result in a high risk to your rights and freedoms, or as otherwise required by law. Splayed.ai will ensure that all personnel authorized to process Your Data are subject to an obligation of confidentiality.
  • (2) You hereby authorize Splayed.ai to engage sub-processors. Splayed.ai will enter into a written agreement with such sub-processors which imposes obligations substantially similar to those required under applicable data protection laws. Splayed.ai will maintain a list of its sub-processors and notify you of any intended change, providing you an opportunity to object on reasonable grounds.
  • (3) Taking into account the nature of the processing, and the information available to Splayed.ai, Splayed.ai will assist you, including, as appropriate, through implementing technical and organizational measures, with the fulfillment of your obligations under applicable data protection laws to: comply with requests made by data subjects to exercise their rights; conduct data protection impact assessments, and prior consultations with supervisory authorities; notify supervisory authorities of personal data breaches. You may be responsible for costs associated with extensive assistance.
  • (4) If Splayed.ai transfers personal data to any country outside of India, the UK, or the EEA (or your primary jurisdiction, if applicable), Splayed.ai will ensure appropriate safeguards are in place as required by applicable data protection laws.
  • (5) You may request the return or deletion of Your Data up to thirty (30) days after termination of your access to the Services in accordance with Section 11. Splayed.ai may retain data as required by law or for legitimate business purposes in accordance with its data retention policies.

6.5. You agree to only collect, use, and disclose the personal data of creators in a fair, lawful, and transparent manner. You will not use the personal data of creators for any unlawful or unethical purposes, and will respect their reasonable expectation of privacy and comply with all applicable data protection laws, including obtaining necessary consents for direct marketing or data sharing.

6.6. You are responsible for obtaining all necessary consents and providing all necessary notices to creators before collecting, using, or processing their data through Splayed.ai’s services, particularly for any advertising campaigns, monitoring, or direct marketing activities. This includes consent for their participation in campaigns run through Splayed.ai and for any data processing Splayed.ai undertakes on your instruction.

6.7. In the event that you violate these terms, any applicable laws (including data protection laws), or engage in any unlawful or unethical behavior, Splayed.ai reserves the right to suspend or terminate your access to the Services at any time, without notice. Splayed.ai takes the fair and lawful treatment of personal data very seriously.

7. Charged Services (Pay-Per-Click Advertising and Platform Fees)

7.1. Splayed.ai provides a pay-per-click (PPC) advertising platform and other related services ("Charged Services"). You will be charged based on the number of clicks your advertisements receive, at the rate determined by your bid settings and our platform's auction dynamics, or based on other agreed-upon metrics. Additional platform access fees or fees for specific features (like Splayed Payments or Splayed Affiliates Payments) may apply and will be disclosed to you separately or as part of your selected plan.

7.2. Ad Account Funding and Budgets:

  • (a) To use the PPC advertising services, you must establish an account and maintain sufficient funds or have an approved credit line. You can set daily or campaign-specific budgets for your advertisements.
  • (b) Payments are typically made in advance (pre-paid). Splayed.ai may, at its discretion, offer post-paid billing options to certain customers subject to credit approval and agreed payment terms (e.g., net 30 days).
  • (c) You are responsible for all charges incurred up to your set budget. Once your budget is exhausted, your ads will typically stop running until additional funds are added or the budget period resets, unless you have enabled an automatic top-up or continuous budgeting feature.
  • (d) All charges and fees are listed in INR or USD, as specified in your account settings or invoice, unless expressly identified otherwise. You agree to pay any applicable taxes, such as GST, on the charges incurred.

7.3. Billing and Payment:

  • (a) For pre-paid accounts, charges for clicks will be deducted from your account balance. You are responsible for monitoring your balance and adding funds as needed. You may be able to set up automatic payments to replenish your balance when it falls below a certain threshold.
  • (b) For post-paid accounts, Splayed.ai will bill you periodically (e.g., monthly or upon reaching a certain billing threshold) for charges incurred. Payment is due upon receipt of invoice or as per the agreed terms.
  • (c) By providing a payment method, you represent that you are authorized to use the payment method and that the information provided by you is true and accurate. You authorize Splayed.ai to charge your provided payment method for all applicable fees.
  • (d) Billing procedures are subject to change by Splayed.ai with reasonable notice. You can review your billing history and current plan details by navigating to settings > billing in your Splayed.ai account.

7.4. Refunds and Adjustments:

  • (a) Charges for clicks validly delivered are non-refundable. Splayed.ai uses its tracking systems to determine the number of clicks.
  • (b) In cases of suspected click fraud or significant technical errors leading to erroneous charges, Splayed.ai may, at its sole discretion, investigate and issue credits or adjustments. You must report any suspected issues within 30 days of the charge.
  • (c) Unspent pre-paid funds may be refundable upon account termination, subject to deduction of any outstanding charges or administrative fees. Such refunds will be processed to the original payment method where feasible, or as otherwise agreed.

7.5. Late Payments: If you do not pay all charges or fees when due for post-paid accounts, then those amounts may accrue late interest at the rate of 1.8% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Splayed.ai also reserves the right to suspend or terminate your access to the Services for non-payment, and you will be responsible for all reasonable collection costs.

7.6. Splayed Payments and Splayed Affiliates Payments: Fees for Splayed Payments (facilitating payments to influencers) or Splayed Affiliates Payments (managing affiliate payouts) will be as agreed separately or as detailed on our Site. These may include transaction fees, percentage-based commissions, or subscription fees for access to these specific modules. Such fees will be billed in accordance with the terms applicable to those services.

8. Content

8.1. You may use the data/content collected and displayed from your use of the Service solely for your internal business informational purposes, consistent with your plan and these Terms. You understand and acknowledge that such data/content may not be exhaustive and is provided "as is." Splayed.ai does not guarantee the accuracy, completeness, or timeliness of data/content provided through the Services (e.g., influencer analytics, audience data). Any use of the data/content provided by Splayed.ai except as specifically described herein or in your plan is strictly prohibited. Furthermore, regulations or compliance with applicable laws may prevent Splayed.ai from using certain data/content or providing it to you. Additionally, you agree that Splayed.ai’s Services and the data/content provided cannot be used for any purposes related to the Fair Credit Reporting Act (FCRA) or similar laws, including but not limited to determining eligibility for credit, insurance, employment, or other purposes governed by such acts.

8.2. You acknowledge that the data/content collected and displayed through the Services may rely on the availability of third-party sites and data sources (e.g., social media platforms), and such third parties may prevent Splayed.ai from generating or accessing such data/content. Splayed.ai does not guarantee that the Services, or any content available via the Services, will always be available or be uninterrupted.

8.3. You agree that you shall evaluate and bear all risks associated with the use of the Services, including any reliance on the accuracy, completeness, or integrity of such Services and any data provided. By using the Site and Services, you represent and warrant that you have such knowledge and experience in business and advertising matters that you are capable of evaluating the merits and risks of the information made available in the Site and Services, and make effective use of the Services provided by Splayed.ai as an analytical and advertising tool. You acknowledge that the Services are made available to you without any warranties or guarantees that the data/content provided is accurate, complete or up to date, beyond what is stated in these Terms.

8.4. You acknowledge that by accessing the Site, you may come into contact with content (e.g., from influencers or third-party platforms) that you find harmful, offensive, threatening, indecent or objectionable and you acknowledge that Splayed.ai shall have no liability to you for such content.

8.5. If you publicly display or share data/content derived directly from Splayed.ai Services (e.g., campaign performance reports), you shall acknowledge Splayed.ai as the source where reasonably practical (e.g., "Data insights by Splayed.ai" or similar attribution), unless otherwise agreed in writing.

8.6. To the extent permitted by applicable law, Splayed.ai may use Your Data (as defined in Section 6.3) in an aggregated and anonymized form to support and develop features and functionality within the Splayed.ai Site and Services and similar products and services. Splayed.ai may also analyse system activity data associated with your use of the Splayed.ai Site and Services for the purposes of optimizing, improving or enhancing the way the Splayed.ai Site and Services operate, and to create new features and functionality. During or after your use of the Splayed.ai Site and Services, Splayed.ai may, and you hereby instruct Splayed.ai to, anonymize or aggregate Your Data and use such anonymized or aggregated data for any lawful business purpose, including industry trend analysis.

9. Restrictions

You may only use the Service as specified above and in your service plan or agreement. You are restricted from using the Service for any other usage, including:

  • 9.1. You may only use the service to the degree outlined in your plan and within your allocated budgets. Your plan details can typically be found by navigating to settings > billing in your Splayed.ai account, unless agreed upon separately.
  • 9.2. Use of Charged Services without fulfilling payment responsibilities or maintaining sufficient funds/credit.
  • 9.3. Use any means to modify, reroute, or gain unauthorized access to the Service, or to artificially inflate clicks or other metrics.
  • 9.4. Broadcast, reproduce, republish, post, transmit or distribute any part of the Services or its underlying data/content, other than as specifically allowed pursuant to these Terms or your specific plan for your internal business use or campaign management.
  • 9.5. Assign, syndicate, resell or otherwise transfer or make available information or access obtained via the Service to third parties (unless you have specific written agreement with Splayed.ai for this, e.g., for authorized agency use).
  • 9.6. Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Service or any part thereof, or otherwise attempt to discover any source code, or allow any third party to do so, except as permitted by law.
  • 9.7. Use the Services in any way that harms Splayed.ai, its affiliates, resellers, distributors, customers, service providers and/or suppliers, as determined by Splayed.ai in its reasonable discretion.
  • 9.8. Use the Services in any manner that could damage, disable, overburden, or otherwise harm the Services and/or Site or interfere with any other party's use and enjoyment of the Services and/or Site.
  • 9.9. Use any meta tags or any other "hidden text" utilizing Splayed.ai's name or trademarks without the prior written consent of Splayed.ai.
  • 9.10. Display the Site in frames or utilize any other techniques to display the Site (or any content on the Site) without the prior written consent of Splayed.ai.
  • 9.11. Use the Services in any manner which is contrary to the provisions of any applicable third party terms of use or other agreements (including social media platform policies or any requirement to secure written permission prior to making certain utilization of content).
  • 9.12. Use the Services to "stalk" or otherwise harass another person.
  • 9.13. Employ any technique to compile any false or misleading information or content in your advertisements or campaigns.
  • 9.14. Harm minors in any way, or run advertisements that are unsuitable for minors if your campaign targets general audiences.
  • 9.15. Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the Indian government or other relevant international bodies as a terrorist organization or other prohibited entity.
  • 9.16. Use the Services in any manner that violates or infringes the rights of any third parties, including without limitation copyright, trademark, patent, privacy, publicity, or other proprietary rights. This includes ensuring you have the rights to use any creative content in your ads.
  • 9.17. Use the Services to gain unauthorized access to any third party services, user accounts, computer systems, or networks.
  • 9.18. Use the Splayed.ai domain name or other Splayed.ai contact information as a pseudonymous reply email, postal, and/or fax address (or any other type of return address) for any communication transmitted from another location or through another service or otherwise impersonate Splayed.ai or any other third party.
  • 9.19. Create multiple access credentials (accounts) for disruptive or abusive purposes, to circumvent plan limits, or to evade suspensions. Mass account creation may result in suspension of all related accounts. Any violation of these Terms of Service is cause for permanent suspension of all access credentials.
  • 9.20. You acknowledge and agree that if Splayed.ai detects multiple accounts or promotion plans established for one person or entity in violation of these terms or to circumvent plan limitations or evade enforcement actions, Splayed.ai at its sole discretion may, without warning and potentially without refund of any pre-paid amounts for services not yet rendered, terminate such multiple accounts or plans.

10. Publicity

You grant Splayed.ai the right to add your name and company logo to its customer list and website. Splayed.ai may also create and publish case studies or similar marketing materials based on publicly available information about your company and your general use of the Services (e.g., aggregated campaign success metrics), provided that no confidential or proprietary information of yours is disclosed without your prior consent. Except for the foregoing, neither party may use the other party’s name, logo, or any other identifying information for marketing or publicity purposes without the other party's prior written consent.

11. Cancellation Or Termination

11.1. You may cancel your use of the Services or terminate your account at any time, with or without cause, in accordance with the cancellation procedures outlined on the Site (e.g., in your account settings) or in your service agreement. You understand and accept that by canceling the Services: (i) you may not receive a refund for any pre-paid fees for services already rendered or for clicks already delivered (see Section 7.4 for refund policy on unspent pre-paid funds). Balances for Splayed Payments services will be handled as per the specific terms of that service, after deduction of applicable fees; (ii) if on a post-paid plan or a fixed-term commitment, you may be obligated to pay all charges due until the end of your then-current billing cycle or commitment term; (iii) you will lose access to and use of your access credentials and any Services and associated data contained therein upon the effective date of cancellation/termination, subject to data retention policies (Section 6.4(5)).

11.2. You acknowledge and agree that Splayed.ai may terminate or suspend your access credentials or your use of the Services for cause with or without prior notice to you. Cause for termination includes but is not limited to: (a) infringement or violation of these Terms, in particular but not limited to violation of Sections 6.5-6.7 (Privacy), 7 (Payment), and 9 (Restrictions); (b) a request by you to terminate your account; (c) partial or complete discontinuance or material modification of the Services and/or Site; (d) extended periods of inactivity (e.g., 12 months with no ad spend or login); (e) a request to do so by law enforcement or other government agencies; (f) non-payment of fees or charges owed by you to Splayed.ai; (g) fraudulent, illegal, or unethical activities, including but not limited to click fraud or misrepresentation in advertisements.

11.3. Cancellation or termination will generally result in immediate or term-end cessation of access to the Services, and potential deletion of your access credentials and data associated with your account (subject to data retention policies and Section 6.4(5)). All terminations are at the sole discretion of Splayed.ai for breaches of these terms, and you agree that Splayed.ai shall not be liable to you or any third party as a result of a justified termination.

11.4. Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement to you will immediately cease to exist and you will irrecoverably delete any and all data you received from Splayed.ai, except as retained in ordinary course backups, for archival purposes as required by law, or as permitted under aggregated/anonymized data usage rights for Splayed.ai. Sections 6 through 10, and 12 through 16, as well as your obligation to pay any fees applicable, including but not limited to those under sub-section 11.1 (ii) above, will survive any expiration or termination of this Agreement for any reason.

12. Proprietary Rights

You acknowledge and agree that the Site and Services, including all underlying technology, software, data compilations, graphics, logos, designs, and content (excluding Your Data, your ad creatives, and third-party creator content merely displayed through the service) are the exclusive property of Splayed.ai and its licensors. Except as may be otherwise provided herein, Splayed.ai does not grant any express or implied right in them to you. You agree not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Site or Services. Splayed.ai owns the copyright for the Site as a compilation, and all Services accessible from the Site. All content included on the Website, such as text, graphics, logos, button icons, images, data compilations, and software, is the property of Splayed.ai or its content suppliers and protected by international copyright laws and other intellectual property laws. Any third party marks displayed on the Site and/or Services are the property of their respective owners. You further acknowledge that the Services may contain information which is designated confidential by Splayed.ai and that you shall not disclose such information without Splayed.ai's prior written consent, except as permitted by these Terms.

If you provide Splayed.ai with any feedback, suggestions, or ideas regarding the Services (“Feedback”), Splayed.ai shall have the right to use such Feedback at its discretion, including the incorporation of such suggested changes into the Splayed.ai Site and Services. You hereby grant Splayed.ai a perpetual, irrevocable, worldwide, nonexclusive, assignable, sub-licensable, royalty-free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use such Feedback for any purpose.

13. Contact Us

If you have any questions about these Terms, please contact us at support@splayed.ai or legal@splayed.ai] or:

Splay technologies private limited
Villa no-50, Windmills of your mind, Whitefield, Bangalore South, Bangalore- 560066, Karnataka

14. Indemnification & Liability

14.1. Splayed Payments and Splayed Affiliates Payments – Limited Role and Responsibility: For transactions made through Splayed Payments (including Splayed Affiliates Payments), you typically receive rights to the result of the creator’s services as per your direct agreement with the creator. Splayed.ai does not claim any ownership or intellectual property rights over the results of services provided by the creator to you. Splayed.ai’s responsibility in such payment facilitation begins only when a payment request is properly initiated on the Site, and required documentation (e.g., invoice from creator, affiliate performance validation) is provided as per the service’s specific terms. Beyond facilitating agreed-upon transactions based on the data and instructions you provide, Splayed.ai holds no further obligations related to the substantive agreement or service quality between you and the creator/affiliate.

14.2. Indemnification by You. You agree to indemnify, defend, and hold harmless Splayed.ai, its officers, directors, employees, agents, and affiliates, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services (including your ad campaigns and content) in violation of these Terms or applicable law; (b) Your Data, including any claim that Your Data infringes or misappropriates the intellectual property rights of a third party or violates applicable law; (c) your interactions or agreements with creators or affiliates, including any claims from creators/affiliates regarding tracked content, data, payments due, or campaign performance (except to the extent directly and solely caused by Splayed.ai's gross negligence or willful misconduct in providing Splayed Payments or Splayed Affiliates Payments processing).

14.3. Disclaimers and Limitation of Liability.

Splayed.ai shall not be liable for:

  • (i) the content, legality, or enforceability of any contract between you and a creator/affiliate;
  • (ii) the performance or non-performance of a creator’s/affiliate’s services or obligations;
  • (iii) in relation to Splayed Payments (including Splayed Affiliates Payments): (a) payments initiated based on incorrect information provided by you or the creator/affiliate; (b) creator/affiliate actions that deviate from their obligations, including failure to provide accurate invoices or performance data; (c) disputes over the quality or delivery of services for which payments are being facilitated.
  • (iv) the accuracy of third-party tracking for affiliate programs (e.g., link click tracking, discount code usage by end-users), which can be blocked, misattributed, or hindered by providers or user actions outside Splayed.ai’s direct control and may impact the ability to measure affiliate performance accurately. While Splayed.ai strives to provide robust tracking, it cannot guarantee perfection.

14.4. THE SERVICES AND SITE (INCLUDING ANY CONTENT, DATA, AND FEATURES RELATED THERETO) ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SPLAYED.AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SPLAYED.AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

IN PARTICULAR, BUT NOT LIMITED TO THE FOLLOWING, SPLAYED.AI IS NOT LIABLE FOR:

  • (i) ANY INTERRUPTIONS, DELAYS, SERVER DOWNTIME, ERRORS OR OMISSIONS IN THE SERVICES OR SITE;
  • (ii) THE PERFORMANCE, RESULTS, OR ROI (RETURN ON INVESTMENT) YOU MAY OBTAIN BY USING THE SERVICES OR SITE, INCLUDING YOUR ADVERTISING CAMPAIGNS;
  • (iii) THE RELIABILITY OF THE SERVICES OR SITE OR THAT THESE WILL MEET YOUR SPECIFIC REQUIREMENTS;
  • (iv) INACCURATE DATA AND UNAVAILABILITY OF THIRD-PARTY DATA;
  • (v) THIRD-PARTY TRACKING LIMITATIONS AND PLATFORM CHANGES DUE TO THIRD-PARTY PLATFORM UPDATES (E.G. SOCIAL MEDIA PLATFORMS);
  • (vi) DISPUTES BETWEEN YOU AND CREATORS/AFFILIATES.

14.5. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SPLAYED.AI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, USE, GOODWILL, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY CONTENT OR MATERIALS THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SPLAYED.AI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, SPLAYED.AI’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO SPLAYED.AI FOR THE SPECIFIC CHARGED SERVICE GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) TEN THOUSAND INDIAN RUPEES (INR 10,000). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

15. Governing Law & Jurisdiction

15.1. Use of the Splayed.ai Site and Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this Section.

15.2. Governing Law: These Terms and any dispute arising out of or related to them or the Services shall be governed by and construed in accordance with the laws of India, without giving effect to any principles of conflicts of law that would require the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

15.3. Jurisdiction: In the event of a dispute, controversy or claim arising out of or in relation to these Terms, the Splayed.ai Site and Services, including but not limited to the formation, validity, breach or termination of these Terms, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within thirty (30) days, such dispute shall be subject to the exclusive jurisdiction of the competent courts located in Bengaluru, Karnataka, India. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

16. Confidentiality

16.1. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. Your Confidential Information includes Your Data processed by you through the Splayed.ai Services or Site, and your non-public campaign strategies and performance data. Confidential Information of Splayed.ai includes the non-public aspects of Splayed.ai Services and Site (including Splayed Payments and Splayed Affiliates Payments mechanisms), its proprietary technology, pricing structures not publicly available, and non-public business and product information. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

16.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections of the Confidential Information no less stringent than those herein.

16.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law or court order to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.