Last updated: August 18, 2023

Thank you for using AJA.LA STUDIOS’ APIs and related software (collectively, “APIs”) and/or www.ajala.ai (the ‘Website’) (together the ‘Services’). Our mission is to builds enterprise speech technologies for low-resourced languages, with a focus on African languages. The Services are operated by AJA.LA STUDIOS LTD, a company registered in England and Wales with its address at 20-22 Wenlock Road, London, England, N1 7GU (“AJA.LA STUDIOS”, “we”, “our”, “us”). Where applicable, you and AJA.LA STUDIOS will be together referred to as “Parties”.

By using our Services, you agree to be bound by and warrant your compliance with these Terms of Service as well as the accompanying Privacy Policy. If you do not agree to be bound by these Terms or the Privacy Policy, you are required not to use or access our Services. If you have any questions or concerns regarding these Terms or our Service, please contact us at support@ajalaco.com.

1.     Our Services

We provide the Services for your benefit, whether for free or as part of our paid plan. While we will always try to provide accurate information and seamless user experience, we cannot guarantee those. Please make sure you read the following terms carefully.

a)     Our content. The Services, including source code, databases, functionality, software, designs, audio, video, text, photographs, and graphics (the ‘Content’) are owned by or licensed to us, and are protected by copyright and trademark laws.

b)    General information. The Content on the Website is provided for general information only. We do not guarantee that any information within our Services is correct, accurate or up-to-date.

c)     Accessing our Services. Access to our Services is permitted temporarily, and we reserve the right to restrict your access. We provide our Services on an as-is basis, and we do not guarantee that they will be available, uninterrupted or error-free. We will always try to limit any downtime, nevertheless our Services may be unavailable at any time, for any period, without prior warning.

2.     Using our Services

a)     Who can use our Services. You must be at least 18 years old to use our Services. By using our Services and agreeing to these Terms of Service, you represent to us that you are at least 18 years of age and that you are not barred from using our Services.

b)    Entities: If you are using the Services on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms and by accepting these Terms, you are doing so on behalf of that entity (and all references to "you" in these Terms refer to that entity).

c)     Accuracy of information. You may be required from time to time to provide certain information (such as proof of identity or contact details) as part of the registration process for the use of our Services, or as part of your continued use of the Services. You warrant that any such information you provide to us will always be accurate and up to date. You agree to inform us promptly of any changes to the information you provided.

d)    Prohibited use. You will comply with all applicable laws, regulations and third-party rights (including but not limited to laws regarding the import or export of data or software, privacy, and local laws). You may not use our Services in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

e)     What you can do with the Services. You may only use the Services for the purposes agreed by us. You must not download any content from our Services or save any content to your device. Unless you have our express written consent, you must not republish, reproduce, aggregate, translate or distribute any content; publish any material from our Services; or sell, rent or sub-licence material from our Services. Notwithstanding these restrictions, you may redistribute our email newsletter in print and electronic form to any person.

f)      Restricting access. We reserve the right to restrict your access to areas of our Services, or the entire Services, at our discretion. You must not circumvent or bypass any access restriction measures.

3.     License

Our APIs are licensed and not sold. Upon our acceptance of your order and subject to the terms and conditions contained in these Terms, the extent of the license which you are granted, and our receipt of license fee payments then currently due from you, we grant you a non-exclusive, non-transferable and revocable license to use the APIs and data, materials and content made available by us thought he APIs (“API Content”) (“License”).

a)     The License is solely for your own use and business purposes and is non-transferable except as expressly permitted by us in writing or by applicable law.

b)    You will not make any portion of the APIs or API Content accessible to any persons other than persons specifically authorised for the purposes above.

c)     You will use your best efforts to take all reasonably necessary steps to ensure compliance with your obligations under these Terms by all users and your employees, agents, representatives and customers. Such best efforts will include, but not be limited to, taking such steps as directed pursuant to these Terms and pursuant to any instruction made by us at any time during the term of your License and after its termination.

d)    Nothing contained in these Terms will, or will be deemed to, convey any title or ownership interest in all or any portion of the APIs or API Content regardless of whether any portion thereof is used by you or other persons.

e)     You agree not to sell, offer for resale, distribute, rent, sublicense or lease any or all portion of the API Content.

f)      You will pay all sales, use, value-added, excise or similar taxes associated with your use of the License.

g)     You will promptly notify us in writing if you become aware of any unauthorised reproduction, manufacture or sale of, or of any acts that are prohibited in this section with respect to, all or any portion of the API Content.

h)    The License is granted to you for a period of time limited to the duration of any agreement which we may have concluded with you and based on which the License has been granted to you (“Agreement”). If we cancel or terminate the Agreement, your license is automatically cancelled or terminated at the same time. The License may be revoked by us at any time if you fail to make any payments under the Agreement or if you breach these Terms.

i)      You will only access (or attempt to access) an API by the means described in the documentation of that API provided to you. If we assign you developer credentials (for example, but not limited to, client IDs or API keys), you must use them with the relevant APIs. You will not misrepresent or mask either your identity or your API client identity when using the APIs or developer accounts.

j)      We may in our sole discretion set and enforce limits on your use of the APIs (for example, but not limited to, by limiting the number of API requests that you may make or the number of users you may serve). You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain our written consent (which we may in our sole discretion decline or which we may grant with conditions, such as your agreement to additional terms of charges).

k)     We reserve all our rights with respect to all or any portion of the APIs or API Content not expressly granted to you. This reservation specifically applies, but is not limited, to any media, mode or method of distribution or transmission or other technology that may be commercialised or developed in the future.

4.     Warranty Disclaimer

a)      THE API, THE API CONTENT, OR ANY PORTION THEREOF ARE PROVIDED "AS IS” WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND. EXPRESSLY EXCLUDED ARE ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT.

b)    THE MATERIALS ON THE WEBSITE ARE ALSO PROVIDED ON AN 'AS IS' BASIS. WE MAKE NO WARRANTIES, EXPRESSED OR IMPLIED, AND HEREBY DISCLAIM AND NEGATE ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. THE MATERIALS APPEARING ON THE WEBSITE COULD INCLUDE TECHNICAL, TYPOGRAPHICAL, OR PHOTOGRAPHIC ERRORS. WE DO NOT WARRANT THAT ANY OF THE MATERIALS ON THE WEBSITE ARE ACCURATE, COMPLETE OR CURRENT.

c)     WE HAVE NOT REVIEWED ALL OF THE SITES LINKED TO THE WEBSITE AND WE ARE NOT RESPONSIBLE FOR THE CONTENTS OF ANY SUCH LINKED SITE. THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY US OF THE SITE. USE OF ANY SUCH LINKED WEBSITE IS AT YOUR OWN RISK.

d)    NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

e)     YOU WILL ADVISE ALL USERS THAT WE MAKE NO WARRANTIES WITH RESPECT TO THE API, THE API CONTENT, THE WEBSITE, OR ANY PORTION THEREOF.

5.     Limitation of Liability

a)     IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR PROFIT, OR DUE TO BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE OUR WEBSITE OR THE MATERIALS ON THE WEBSITE, EVEN IF WE OR OUR AUTHORISED REPRESENTATIVES HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE.

b)    OUR SOLE AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO YOUR USE OF OUR SERVICES UNDER AN AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU BASED ON THAT AGREEMENT.

6.     Indemnification

a)     You agree that we shall have no liability whatsoever for any use you or any third party make of the API or any API Content.

b)    You will at your own expense defend any action brought and pay final judgment against you, even if that action or judgment relates to your use of the API or any API Content.

c)     You will indemnify and hold harmless us, our officers, employees and directors from any direct loss, liability, damage, cost or expense, including reasonable legal fees and expenses, arising out of (i) your breach of your obligations under these Terms and/or any Agreement; (ii) any modifications, however slight, made by or on behalf of you to all or any portion of the API Content; (iii) your misuse or your end user's misuse of the APIs; (iv) your violation or your end user's violation of these Terms; or

d)    You expressly acknowledge that we will not be liable to you or any of your customers for any damage incurred by any of them arising from the events described in paragraph 6.c) above.

7.     Termination

a)     We may terminate the License immediately if:

i.   you breach any provisions of these Terms; or

ii.   if you engage in any activity which we reasonably determine as capable of causing liability to us.

b)    We may otherwise terminate the License by giving a 30-days’ advance notice to you. Prior to the expiry of such notice, you must destroy or remove from all computers and other devices, networks and storage media all copies of the API, API Content and the API key.

8.     Intellectual Property

Our Services consist of and contain intellectual property, including but not limited to source code, databases, functionality, software, designs, audio, video, text, photographs, and graphics (‘IP’). You are not granted any rights to the IP. You agree not to copy, lease, sell, distribute, reverse engineer or create derivatives of the IP.

9.     Confidentiality

a)     Each Party undertakes to the other that it will treat as confidential the terms of any Agreement together with all information whatever nature relating to the business or affairs of the other party as may be communicated to it under or in connection with these Terms and will not disclose such information to any person (other than to its affiliates, auditors and other professional advisers subject always to equivalent undertakings of confidentially) or to any media, and will not use such information other than for the purposes of these Terms subject always to any prior and specific authorisation in writing by the disclosing Party to such disclosure or use. The obligation of confidentiality rests for the entire duration of any Agreement, as well as after its termination for a period of 3 (three) years.

b)    Some features within our Services may be identified as "Beta" or otherwise unsupported or confidential (collectively, "Beta Features"). You may not disclose the terms or existence of any non-public Beta Features.

c)     Notwithstanding the above, such restrictions shall not apply to any information which (i) is in the public domain other than by default of the recipient party; (ii) is obtained by the recipient party from a bona fide third party having no apparent restraint on its free right of disposal of such information; or (iii) is required to be disclosed by law, applicable regulation, the valid order of a court of competent jurisdiction or the request or direction of any governmental or other regulatory authority or agency.

10.  Support and Feedback

a)     For the avoidance of doubt, these Terms do not entitle you to any support, upgrades, patches, enhancements, or fixes for the API (collectively, "Support").

b)    We may, at our sole discretion, provide Support, and any such Support shall be subject to these Terms.

c)     You agree to report to us any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties, including without limitation, those related to interoperability. You agree that we shall be free to freely use, disclose, reproduce, license, distribute and otherwise exploit any such reports (and any other suggestions, improvements or modifications) that you provide to us relating to the API, API Content and/or Website, without obligation or restriction of any kind on account of intellectual property rights or otherwise.

11.   Publicity

You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by AJA.LA STUDIOS without our prior written approval.

12.  Notices

Notices pursuant to these Terms shall be sent to the following email address: support@ajalaco.com.

13.  Entire agreement

These Terms of Service, together with our Privacy Policy and any specific Agreement, constitute the entire agreement between you and us in relation to your use of our Services and shall supersede all previous agreements between you and us in relation to your use of our Services.

14.  Force majeure

No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of these Terms to the extent caused by a majeure force event such as acts of war, quarantine, pandemic, terrorism, hurricanes, earthquakes, other acts of God or of nature, riots or other acts of civil disorder, embargoes, or other causes beyond the performing Party’s reasonable control.

15.  Third Party Rights

Nothing in these Terms, express or implied, is intended to confer rights, benefits, remedies, obligations or liabilities on any person (including, without limitation, any employees of the Parties) other than the Parties or their respective successors or permitted assigns.

16.  Governing law and Jurisdiction

a)     These Terms of Service and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

b)    The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Service, its subject matter or formation.

17.  Severability

To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of these Terms invalid or otherwise unenforceable in any respect. In the event that a provision of these Terms is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfil its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Terms will continue in full force and effect.

18.  Revisions

We may amend these Terms from time to time by publishing the revised Terms on our Website or by communicating them to you. You agree to check the Terms of Service regularly. By continuing to use our Services after we amended the Terms of Use, you accept the revised Terms. We will not make amendments that materially affect your rights or obligations, as determined by us, unless we give you advance notice.

Data Processing Agreement

This Data Processing Agreement ("Agreement") forms part of the agreement between customers and AJA.LA STUDIOS LTD covering customer use of the Services ("Principal Agreement")

1.     Introduction

a.     The Company acts as a Data Controller.

b.     The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.

c.     The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

d.     The Parties wish to lay down their rights and obligations.

2.     Definitions and Interpretation

Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

a.     Agreement means this Data Processing Agreement and all Schedules;

b.     Company Personal Data means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;

c.     Data Processing Agreement

i.     Data Protection Laws means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

ii.     EEA means the European Economic Area;

iii.     EU Data Protection Laws means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

iv.     GDPR means EU General Data Protection Regulation 2016/679;

d.     Data Transfer means:

i.     a transfer of Company Personal Data from the Company to a Contracted Processor;

ii. an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

e.     Services means the API Content AJA.LA STUDIOS LTD provides.

The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

3.     Processing of Company Personal Data

a.     AJA.LA STUDIOS LTD shall:

i.     comply with all applicable Data Protection Laws in the Processing of AJA.LA STUDIOS LTD Personal Data; and

ii.     not Process Personal Data other than on the relevant AJA.LA STUDIOS LTD’s documented requirements.

4.     Security

a.     Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to AJA.LA STUDIOS LTD Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

b.     In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5.     Data Subject Rights

Taking into account the nature of the Processing, Processor shall assist AJA.LA STUDIOS LTD by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by AJA.LA STUDIOS LTD, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.     Personal Data Breach

On becoming aware of a Personal Data Breach affecting AJA.LA STUDIOS LTD Personal Data, AJA.LA STUDIOS LTD will meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.     Deletion or return of Company Personal Data

a.     Subject to this section 7 AJA.LA STUDIOS shall promptly and in any event within 10 business days of the date of cessation of any (the "Cessation Date"), delete and procure the deletion of all copies of those Company Personal Data.

b.     Processor shall provide written certification to Company that it has fully complied with this section 9 within 10 business days of the Cessation Date.

8.     Audit rights

a.     Subject to this section 8, AJA.LA STUDIOS LTD shall make on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by an auditor mandated in relation to the Processing of the Company Personal Data.

b.     Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data

9.     Data Transfer

AJA.LA STUDIOS LTD may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.