Terms of Use

These Terms of Use (the "Terms") form a legally binding agreement between you and Acaysia, Inc. ("Acaysia", "we", "us", or "our") and govern your access to and use of acaysia.com and any related services we provide (the "Site"). Please read these Terms carefully. By accessing or using the Site, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not access or use the Site.

1. Eligibility

You must be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract to use the Site. By using the Site, you represent and warrant that you meet these requirements. If you access the Site on behalf of an entity, you represent that you are authorized to bind that entity to these Terms, and "you" refers to that entity.

2. License to Use the Site

Subject to your compliance with these Terms, Acaysia grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site solely for your personal information and lawful business inquiry purposes. Any other use requires our prior written consent.

3. Prohibited Conduct

You agree not to, and not to attempt to:

1. Access or use the Site in violation of any applicable law or these Terms.
2. Use any automated means, including bots, scrapers, crawlers, or spiders, to access the Site, except as expressly permitted by our robots.txt and only in compliance with applicable law.
3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Site or any part of it, except to the limited extent permitted by mandatory applicable law.
4. Probe, scan, test the vulnerability of, or attempt to breach the authentication, authorization, or security measures of the Site or any related system.
5. Interfere with or disrupt the integrity or performance of the Site, including by overloading, flooding, spamming, or otherwise overwhelming Site infrastructure.
6. Impersonate any person or entity, or misrepresent your affiliation with a person or entity.
7. Submit content that is unlawful, infringing, defamatory, harassing, fraudulent, malicious, or that contains personal information of third parties without authorization.
8. Upload or transmit viruses, malware, or any other malicious code.
9. Frame, mirror, or otherwise reproduce or display the Site or any portion of it without our prior written consent.
10. Collect, harvest, or use the personal information of others through the Site.
11. Use the Site to send unsolicited communications, promotions, or advertisements.
12. Encourage, facilitate, or instruct any third party to engage in any conduct prohibited by these Terms.

4. Intellectual Property

4.1 Site content

The Site and its content, including without limitation text, graphics, images, software, code, designs, logos, trademarks, audio, video, data, and the selection and arrangement thereof (collectively, "Site Content"), are owned by Acaysia or its licensors and are protected by United States and international copyright, trademark, trade secret, and other intellectual property laws. Except for the limited license expressly granted in these Terms, no rights are granted to you with respect to the Site Content.

4.2 Trademarks

"Acaysia", the Acaysia logo, and other Acaysia product names, service names, and slogans are trademarks of Acaysia. You may not use these marks without our prior written permission. Third-party trademarks displayed on the Site are the property of their respective owners and do not imply endorsement.

5. User Submissions

When you submit information, materials, or other content to us through the Site, including via the contact form ("Submissions"), you represent and warrant that:

1. you own or otherwise have the right to grant the rights and licenses described in these Terms, and your Submission does not infringe or violate the rights of any third party;
2. your Submission does not contain confidential information of any third party that has not authorized its disclosure to us; and
3. your Submission complies with these Terms and all applicable laws.

You grant Acaysia a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, and display your Submission solely for the purpose of operating the Site, responding to your inquiry, and conducting our business in accordance with our Privacy Policy. We do not claim ownership rights in your Submission beyond the license described in this Section.

Do not send us confidential or trade-secret information through the Site. Any information you submit will be handled in accordance with our Privacy Policy, and we accept no obligation of confidentiality with respect to your Submission unless you have a separate written agreement with us that establishes such an obligation.

6. Privacy

Our Privacy Policy describes how we collect, use, and disclose personal information. By using the Site, you acknowledge our Privacy Policy.

7. Third-Party Links and Services

The Site may contain links to, or integrate with, third-party websites, services, or resources that are not owned or controlled by Acaysia. We do not endorse and are not responsible for the content, products, services, or practices of any third party. Your use of any third-party site or service is subject to that third party's terms and policies.

8. Disclaimers

To the maximum extent permitted by applicable law, the site and all site content are provided "as is" and "as available" without warranty of any kind, whether express, implied, statutory, or otherwise. Acaysia expressly disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from a course of dealing, usage, or trade practice.

Acaysia does not warrant that the site will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that the site is free of viruses or other harmful components. Any information on the site is provided for general informational purposes only and does not constitute engineering, legal, financial, or other professional advice.

Nothing in these terms excludes or limits any warranty or liability that may not, as a matter of applicable law, be excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

9. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Acaysia, its affiliates, or their respective directors, officers, employees, agents, or licensors be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, including damages for lost profits, lost revenue, lost data, or business interruption, arising out of or in connection with these terms or your use of the site, whether based on contract, tort (including negligence), strict liability, or any other legal theory, and whether or not Acaysia has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, Acaysia's total cumulative liability arising out of or relating to these terms or your use of the site will not exceed one hundred United States dollars (USD 100). Multiple claims will not enlarge this limit.

The limitations in this section apply even if any limited remedy fails of its essential purpose. Nothing in these terms excludes or limits liability for fraud, fraudulent misrepresentation, gross negligence, willful misconduct, or any other liability that cannot be excluded or limited under applicable law, including, where applicable, liability for death or personal injury caused by negligence.

10. Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Acaysia, its affiliates, and their respective directors, officers, employees, agents, and licensors 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 or access to the Site, (b) your violation of these Terms, (c) your violation of any law or the rights of any third party, or (d) any Submission you make to the Site.

11. Termination

We may suspend, terminate, or restrict your access to the Site at any time, with or without notice and with or without cause, including for any violation of these Terms. Upon termination, all licenses and rights granted to you under these Terms will immediately cease. Sections 4, 5, 6, 8, 9, 10, 12, 13, 14, and 15 will survive any termination or expiration of these Terms.

12. Governing Law

These Terms, and any dispute arising out of or relating to these Terms or your use of the Site, will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13. Dispute Resolution; Arbitration; Class Action Waiver

13.1 Informal resolution

Before filing any claim against Acaysia, you agree to attempt to resolve the dispute informally by contacting us at founders@acaysia.com and providing a written description of the dispute and the relief sought. The parties will negotiate in good faith for at least thirty (30) days before either party may initiate a formal proceeding.

13.2 Binding arbitration

Except as set forth below, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Site that cannot be resolved through informal resolution will be resolved by binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules and Procedures, or, if the amount in controversy exceeds USD 250,000, JAMS' Comprehensive Arbitration Rules and Procedures. Arbitration will be conducted by a single arbitrator in Wilmington, Delaware, or by videoconference at the option of the party initiating arbitration. The arbitrator's award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

13.3 Class action waiver

To the maximum extent permitted by applicable law, you and Acaysia each agree that each party may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Unless both parties agree otherwise, the arbitrator may not consolidate claims brought by or against more than one person.

13.4 Opt-out

You may opt out of the arbitration and class action waiver in Sections 13.2 and 13.3 by sending written notice to founders@acaysia.com within thirty (30) days of first agreeing to these Terms. Your notice must include your name and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved in the courts identified in Section 13.5.

13.5 Exceptions and judicial forum

Notwithstanding the foregoing, either party may bring an individual action in small-claims court for claims within that court's jurisdiction, and either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or to enforce confidentiality obligations. For claims that are not subject to arbitration or for which arbitration is unavailable, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware.

13.6 EU, UK, Canadian, and consumer users

The arbitration and class action waiver provisions of this Section 13 do not apply to the extent prohibited by mandatory law of your country of residence in the EEA, the UK, Switzerland, or Canada (including provincial consumer-protection law, such as Quebec's Consumer Protection Act), or by other mandatory consumer-protection law. In such cases, disputes will be resolved in the courts of competent jurisdiction in accordance with applicable mandatory law.

14. Changes to These Terms

We may modify these Terms at any time by posting a revised version on the Site. The revised Terms will become effective on the date posted or such later date as we specify. Your continued use of the Site after the effective date of any revised Terms constitutes your acceptance of those Terms. If you do not agree to the revised Terms, you must stop using the Site.

15. Miscellaneous

1. Entire agreement. These Terms, together with the Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between you and Acaysia regarding the Site and supersede all prior agreements and understandings on this subject.
2. Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect.
3. No waiver. Acaysia's failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision.
4. Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, sale of assets, or by operation of law without notice to you.
5. Force majeure. Neither party will be liable for any failure or delay in performance under these Terms caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, labor disputes, governmental action, or infrastructure failure.
6. Notices. We may provide notices to you by posting on the Site or by sending an email to the address you provided. Notices to Acaysia must be sent to founders@acaysia.com.
7. Headings. Section headings are for convenience only and have no legal effect.
8. Relationship of the parties. These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship between you and Acaysia.
9. Government users. If you are a U.S. federal government end user, the Site Content is a "commercial item" as that term is defined at 48 C.F.R. 2.101, and any technical data is "commercial computer software documentation" as that term is defined at 48 C.F.R. 12.212. Use is subject to the rights and restrictions set forth in these Terms.

16. Contact