Terms of Service

1. Introduction

The Company wishes to license its software to the Licensee contingent upon acceptance and compliance with these terms and conditions.

2. Definitions

• 2.1 “Agreement” means this terms of service agreement.
• 2.2 “Intellectual Property” encompasses information, text, displays, images, video, audio, user interfaces in the Software, design, selection and arrangement thereof, plus delivery technology including: (a) software code (source/object form), platforms, applications, hardware, algorithms, templates, GUIs, architectures, databases, class libraries, APIs, objects, methodologies, documentation existing at acceptance or developed separately; and (b) derivative works, improvements, enhancements or extensions by either party.
• 2.3 “License” means a limited, revocable, sub-licenseable, non-exclusive, non-transferable right to use the software granted by Company to Licensee.
• 2.4 “Party/Parties” means Company and/or Licensee as context provides.
• 2.5 “Personal Information” means information relating to an identified or identifiable natural or juristic person, identified directly or indirectly via identification number, registration number, or factors specific to physical, physiological, mental, economic, cultural, or social identity.
• 2.6 “Software” means the product made available by Company.
• 2.7 “Lelapa AI” hereinafter referred to as the “Company”
• 2.8 “The User” hereinafter referred to as the “Licensee”

3. Interpretation

Clause headings are for reference only and do not govern interpretation of this Agreement.

4. Grant of License

Company grants Licensee the right to install, use, access, display, and run the Software on any device or platform owned or controlled by Licensee. Licensee may use Software with its own software and make it available to clients or end users through their owned or controlled devices or platforms, on commercial or non-commercial basis.

5. Risk

• 5.1 Licensee acknowledges that downloading and using the Software may expose Licensee, its clients or end users to risks associated with incompatibility or other licensing-related risks.
• 5.2 The Company cannot and does not promise or warrant that any aspect of the Software are free of viruses or other destructive code. Licensee is responsible for anti-virus protection procedures, data accuracy checkpoints, and external data reconstruction means.
• 5.3 Licensee assumes all risks wholly, including those to third parties accessing the Software. The Company will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment. Company disclaims liability from damages, liabilities, losses, costs, expenses, and third-party claims arising from aforementioned risks.
• 5.4 Licensee shall indemnify Company regarding any third-party claims, including from clients and end users, for harm resulting from Software use or this Agreement.

6. Intellectual Property

• 6.1 Company grants Licensee a non-exclusive, non-transferable, revocable license to use the Software. Company exclusively owns and retains all rights, title, and interest in the Software, including updates, customizations, or other changes.
• 6.2 Licensee has rights to any output generated through Software use.

7. Consent to Use of Data

Licensee expressly consents to collection and use of Personal Information provided, technical information, and related data periodically to facilitate improved software and service delivery, give effect to the agreement, and serve Company's legitimate purposes.

8. Obligations & Suspension of Access

8.1 You agree not to access or use (or permit others to access or use) the Software or Company Intellectual Property to:

• 8.1.1 Disassemble, reverse engineer, decompile or modify them or create derivative works.
• 8.1.2 Create, use, send, store or run viruses or harmful code, files, scripts, agents or programs or engage in malicious acts.
• 8.1.3 Disrupt their security, integrity or operation.
• 8.1.4 Remove or modify copyright or other rights notices.
• 8.1.5 Reproduce, distribute, display, transmit or use copyrighted or IP-protected material without owner permission.
• 8.1.6 Damage another's property.
• 8.1.7 Violate applicable local or international law, advocate or assist unlawful acts, constitute illegal threats, or violate export control laws.
• 8.1.8 Temporarily or permanently alter, erase, remove, copy, modify, halt or disable Company or third-party data, software or networks.
• 8.1.9 Violate any person's or entity's rights causing civil or criminal liability.
• 8.1.10 Transmit offensive materials involving profanity, violence, sexual conduct, pornography or discrimination.
• 8.1.11 Use false, deceptive, misleading or fraudulent materials, including impersonation attempts.
• 8.1.12 Monitor or copy materials for unauthorized purposes or access via automatic devices like robots or spiders.
• 8.1.13 Create detrimental effects on Software, user interaction or security.

8.2 Company may suspend or deny Licensee access to or use of the Software without liability if:

• 8.2.1 Required by law or court order.
• 8.2.2 Licensee takes action or inaction constituting an Agreement breach.
• 8.2.3 Licensee engages in unlawful or fraudulent activities relating to the Software.
• 8.2.4 Licensee fails to comply with this Agreement.

9. Termination

• 9.1 The License granted to Licensee by Company may be terminated by Company at any time without notice, with or without cause.
• 9.2 Company reserves the right to terminate this Agreement without notice should Licensee breach any term.
• 9.3 Upon Company termination, Licensee must cease all Software use and destroy any copies.

10. No Warranty

Company makes neither express nor implied warranties regarding the Software. Licensee agrees and accepts that Software is purchased on an “as is” basis, resulting in Licensee, their clients and end users using Software at sole risk and discretion.

11. Limitation of Liability

Except where liability disclaimers are prohibited under applicable law, Company, its affiliates, licensors, service providers, employees, agents, officers and directors will not be liable for damages under any legal theory arising from or connected with your use or inability to use the Software, including direct, indirect, special, incidental, consequential or punitive damages.

12. Indemnification

• 12.1 You agree to defend, indemnify and hold Company, its affiliates, licensors and their respective officers, directors, employees, contractors, agents and suppliers harmless from claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees resulting from your Terms violation.
• 12.2 Licensee shall indemnify Company regarding any third-party claims, including from clients and end users, for harm resulting from Software use or this Agreement.

13. Intellectual Property Infringement

Licensee acknowledges and accepts liability and costs relating to intellectual property infringement claims resulting from Licensee's Software possession or use.

14. Data Privacy & Infringements

• 14.1 Company processes the following Licensee personal information to give effect to this Agreement: name, surname, email address.
• 14.2 Licensee may use Software to process data subject personal information subject to their own privacy notice. We accept no responsibility for any loss or harm that may occur as a result of the Licensees processing of personal information.

15. Confidential Information

• 15.1 Parties agree that during operation and after termination, they will keep confidential all information communicated by a Disclosing Party to the Receiving Party stated to be or intended to be confidential, and all other confidential, trade secret and proprietary business information.
• 15.2 Parties agree not to disclose confidential information or use it for their own or anyone else's benefit.
• 15.3 Confidentiality obligations do not apply to information which is publicly available, was in Receiving Party's possession prior to disclosure, or is disclosed by someone who did not acquire it under confidentiality obligation.
• 15.4 Where Receiving Party has legal disclosure obligations, they will notify Disclosing Party before disclosure, limit disclosure extent, give Disclosing Party reasonable opportunity to intervene, and cooperate regarding disclosure manner requests.

16. Domicilium

Parties agree their respective domicilium citandi et executandi shall be their registered address or principal place of business.

17. Non-variation

No Agreement addition or amendment is enforceable unless reduced to writing and signed by both Parties.

18. Jurisdiction

This Agreement is governed by the laws of the Republic of South Africa.

19. Export Restrictions

You may not access, download, use or export Software materials violating applicable export regulations.

20. Refunds & Cancellations

• 20.1 Refunds for services rendered via the Vulavula Platform are granted solely at our discretion and only in cases of non-delivery or significant non-conformance with the service description. All refund requests must be made formally in writing within seven days of purchase.
• 20.2 Vulavula paid API plans are processed through Stripe. When upgrading from free to paid plans, free plan API keys and associated limits are forfeited and invalid.