Lionai Insight Global LLC, a Tennessee company, located at 200 W. MLK Blvd., Suite 1000, Chattanooga, TN 37402, further referred to as “Lionai”, “Lionai Insight”, “We” or “Us” or “Our”, and the party submitting an application to become a user of Lionai’s Ad-Tech Protocol (hereinafter “Customer”).

These terms and conditions (“Terms”) govern Your participation in and/or use of Lionai’s Ad-Tech Protocol that We provide to Customer. You agree to be bound by these Terms. The Terms are effective as at the date Customer registered as a user of Lionai’s Ad-Tech Protocol.

NOW THEREFORE, in consideration of the mutual obligations and responsibilities of the parties, the total sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Description of Lionai’s Ad-Tech Protocol

Lionai’s Ad-Tech Protocol is a proprietary web application software for creating and managing online advertising audiences with third party advertising networks. Lionai’s Ad-Tech Protocol is hosted on a third-party server and is made available to Customer through Our dashboard.

2. Access

ü  We grant You a non-exclusive, non-assignable and non-transferable right during the Term (Section 17) to use Lionai’s Ad-Tech Protocol in accordance with the Terms set forth herein.

ü  Access to Lionai’s Ad-Tech Protocol requires You to give permissions to the appropriate platform permissions (Google Tag Manager (GTM), Google Analytics (GA), and advertising networks you wish to distribute your audience.  Instructions will be given you at the time of registration.

ü  Access to Client’s website traffic statistics to allow the Lionai’s technology to interact with tracking statistics, if applicable.

ü  You are solely responsible for Your use of Lionai’s Ad-Tech Protocol. You shall not permit any third party to use or gain access to Lionai’s Ad-Tech Protocol and shall use all reasonable security measures to protect against such unauthorized usage and/or access.  You are solely responsible for the use of Lionai’s Ad-Tech Protocol by any of Your employees, agents or any other person, whether authorized or otherwise.

ü  We shall not access Your account for purposes other than in the course of general administration and maintenance or to provide support.

3. Your Responsibilities

ü  You shall provide Us with true, accurate and current information and shall maintain all account information, ensuring it is true, accurate and up-to-date. You, not Us, shall have sole responsibility for the accuracy, quality, integrity, legality, appropriateness, and intellectual property ownership or right to use all Customer Data (as defined in clause 3(5) below), and We shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

ü  When an individual, You represent and warrant that You are at least 18 years of age and have full capacity to perform acts in law.

ü  When a company or corporate entity, You represent and warrant that Your company or corporate entity is properly incorporated or properly able to perform acts in law.

ü  When acting on behalf of another party (whether they be an individual or a company), You represent and warrant that You have full legal authority to enter into a contract with Us on behalf of that party.

ü  When You provide your personal data and/or the data of any third party for which You are acting on behalf of, you authorize Us to process that data as required to fulfil Our responsibilities as provided by Lionai’s Ad-Tech Protocol and any other services to You.

ü  We do not own any keyword data, information, performance data, paid search campaigns or material that You submit to Us in the course of Us providing the Service to You (collectively called “Customer Data”).

ü  You hereby grant Us a worldwide, royalty-free, non-exclusive right during the Term (section 11) to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Data for the sole purposes of (i) processing your Customer Data in connection with providing the Services to you; and (ii) storing or hosting the Customer Data in a remote database or on lionai.ai website for access by You.

ü  We are a controller of personal data. You have the right to access Your personal data as processed by Us and to request that, from time to time, such data be amended or deleted in accordance with the Lionai Insight’s privacy policy. If You are an Agency client (as defined in clause 3(9) below, We are a data processor of Your Customer Data.

ü  If You are an Agency client (i.e. You have a Google My Client Centre account and You are managing the Google Ads accounts of your own customers and You link those accounts to a Master Google Ads account through Our platform)We are a processor of Your Customer Data. For information about how We use Your Customer Data, We refer You to Our privacy policy.

ü  You shall not attempt to obstruct, disrupt or interfere with the operations of Lionai’s Ad-Tech Protocol or any other products or services offered by Us.

ü  You shall not attempt to gain unauthorized access to accounts not registered to You, or to any servers, systems or networks which are connected, owned or operated by Us.

ü  You shall not obtain or attempt to obtain:

ü  Any information from Lionai’s Ad-Tech Protocol, including without limitation: email addresses, telephone numbers, names, addresses or other personal information of other account holders, or other software data.

ü  Intercept, examine or otherwise observe any communications used by Lionai’s Ad-Tech Protocol, Our website, servers and/or other services.

ü  Use any software that is designed to provide means of unauthorized access to, or distort, delete, damage or disassemble Lionai’s Ad-Tech Protocol, Our website, servers and/or other services.

ü  You shall not use Lionai’s Ad-Tech Protocol for any illegal, obscene, offensive or immoral purpose.

ü  You shall ensure that all materials provided by You are free from viruses, worms, Trojan horses and other malicious code.

4. Payments

ü  You shall be prompted to enter payment information upon receiving an invoice at the close of the trial period.

ü  Upon the registration and at the beginning of each billing period, Your payment method shall be charged with a subscription fee corresponding to Your Sales and Service Agreement.

ü  The first billing period begins on the date of registration (or at the end of the trial period) as a Lionai’s Ad-Tech Protocol user and ends the day before the date of the following month that corresponds to the date of registration. Subsequent billing periods shall begin on the date of each month that corresponds to the date of registration and end the day before that date in the following month.

ü  If the payment cannot be charged to Your payment method, We may suspend or terminate Your account and You shall be responsible for all reasonable expenses incurred by Us in collecting due amounts plus interest. We may refer any overdue accounts on to a debt collection agency.

ü  We reserve the right to change Our payment policies at any time and at Our sole discretion.

ü  We may, at Our sole discretion, offer a money back guarantee. Where such a guarantee is offered to You on Our website at the time of registration. You may request, by way of email received by Us no later than 60 calendar days from the date of registration, the cancellation of Your account. Upon receipt of Your request We shall make all reasonable efforts to cancel Your account and refund any monies paid by You in a timely manner.

ü  We may, at Our sole discretion, offer a trial period (“Trial”). Where such a Trial is offered to You on Our website at the time of registration, You shall not be required to enter Your payment information until the expiry of any Trial period.

ü  Unless stated otherwise, any and all Trial periods shall begin on the date of registration and end on the date on which the stated length of the trial is reached.

ü  Unless stated otherwise any Trial may not last for greater than 30 calendar days.

ü  At the end of any Trial, You shall be prompted to upgrade Your account. You will be unable to access Your account or use Lionai’s Ad-Tech Protocol until such a time as Your account has been upgraded. We reserve the right to not process any data for Your account during such a period.

ü  We may, at our sole discretion, upgrade or downgrade Your billing plan. We will make reasonable efforts to inform You of any changes not less than seven (7) calendar days in advance of any such change taking effect.

ü  Any and all references to Your billing period, monthly price plan, billing amount or monies paid by You to Us or offered by Us to You by way of a refund or money back guarantee shall be deemed to include only the monies collected directly from You by Us and excludes any other fees paid by You in the course of advertising online, including but not limited to, fees paid or costs incurred by Your use of a third party advertising network.

5. Pricing and Free Trial.

ü  Lionai at its sole discretion may offer a free trial version which allows you to use all the features for up to 30 days or 50,000 sessions, whichever comes first.

ü  Pricing is customized for the individual requirements for each client domain.

ü  Subscriptions are concluded for the term specified in your order. You can choose between 1 month and 12-month term.

ü  Prices are displayed in your local currency (if supported) and always include the applicable VAT (Value Added Tax).

ü  Lionai’s Ads-Tech Protocol reserves the right, at its sole discretion, to change the pricing with a 30-day written notice.

6. Intellectual Property

ü  You shall not rent, lease, sublicense, distribute, transfer, copy or modify Lionai’s Ad-Tech Protocol.

ü  You shall not adapt Lionai’s Ad-Tech Protocol in any way or use it to create a derivative work.

ü  You shall not translate, decompile, or create or attempt to create, by way of reverse engineering or otherwise, the source code of Lionai’s Ad-Tech Protocol.

ü  You shall not use Lionai’s Ad-Tech Protocol in any manner, or in connection with any content, data, hardware, software or other materials, that:

ü  Infringes upon or violates any patent, copyright, trade secret, trademark or other intellectual property right of any third party.

ü  Constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third party right, or is threatening, harassing or malicious.

ü  Constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity, whether a real identity or otherwise.

ü  Violates any applicable laws, ordinance, rule, regulation or treaty.

7. Service

ü  We reserve the right to modify Lionai’s Ad-Tech Protocol without notice and without liability.

ü  We have no obligation to review Your use of Lionai’s Ad-Tech Protocol. We do not control, nor are We to be held responsible for, Your use of Lionai’s Ad-Tech Protocol or any other content that You send or receive through Lionai’s Ad-Tech Protocol.

8. Proprietary Rights

ü  All algorithms, methods of computation and data processed by Lionai’s Ad-Tech Protocol to measure account performance or any other data of statistical nature necessary for the proper functioning of Lionai’s Ad-Tech Protocol or a feature thereof (“Processed Data”), are and shall remain Our sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto. We reserve all rights not expressly granted to You herein.

ü  Your materials (i.e. campaigns, adverts, imagery, etc.) are and shall remain Your sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto.

9. Restrictions On Use Of Site Content

All content and materials contained in this Site or made available through the Service (“Content”), are protected by the United States and international trademark and copyright laws, are owned or controlled by Lionai’s Ad-Tech Protocol, and must only be used for certain approved purposes as established by Lionai’s Ad-Tech Protocol. You may only view or download Content from this Site for your use or as otherwise expressly authorized by Lionai Insight.

Limited License

Lionai’s Ad-Tech Protocol hereby grants you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Site solely for your own personal, non-commercial purposes, subject to your agreement to, compliance with and satisfaction of these Terms of Use. All rights not otherwise expressly granted by these Terms of Use are reserved by Lionai’s Ad-Tech Protocol. If you do not comply with the Terms of Use at any time, Lionai’s Ad-Tech Protocol reserves the right to revoke the aforementioned license(s), limit your access to the Site, or restrict your ability to post or download Content, which may include the ordering of products and services.

No Reproduction / Distribution

The reproduction, duplication, distribution (including by way of e-mail, facsimile or other electronic means), publication, modification, copying or transmission of material available on or through this Site or the App is STRICTLY PROHIBITED without the prior written consent of Lionai Insight or unless expressly permitted by this Site or the App. This includes, without limitation, any application, text, graphics, logos, photographs, audio or video material or stills from audiovisual material available on this Site by Lionai Insight.  The copying posting, linking, or another use of Content from this Site or the App on any other website or networked computer environment is similarly prohibited.  Requests for permission to reproduce or distribute materials found on this Site or the Service can be made by contacting Lionai Insight in writing at the address listed below.

Trademarks

The trademarks, logos, service marks, and trade names (collectively the "Trademarks") of Lionai Insight or any third party displayed on the Site or content available through the Site may not be used unless authorized by the trademark owner. All Trademarks not owned by us that appear on the Site or on or through the Site's services, if any, are the property of their respective owners. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without our written permission or that of the third-party rights holder. Your misuse of the Trademarks displayed on the Site is strictly prohibited.

Third-Party Rights

Trademarks, service marks, logos, and icons owned by third parties are the property of those respective third parties. Lionai Insight and affiliates do not warrant or represent that your use of the Content will not infringe the rights of third parties.

10. Support

ü  We shall not be obligated to provide You with any support, but We may elect to do so at Our sole discretion. In the event, technical support shall be provided in English based on the agreed plan chosen by You, and refers to the working days Monday through Friday, from 09:00 to 17:00 Eastern Standard Time.

11. Territorial Restrictions

ü  We control and operate our Services from the United States and we make no representations or warranties that the information, products, or services provided through our Services, or our Content, are appropriate for access or use in other jurisdictions. You are not permitted to access or use our Services in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. We reserve the right to limit the availability of our Services or the provision of any of our Content to any person, geographic area, or jurisdiction, at any time and in our sole and absolute discretion.

12. Export Control

ü  You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country and you are not listed on any U.S. Government list of prohibited or restricted parties.

13. Confidentiality

 ü  You agree that Lionai’s Ad-Tech Protocol and the Processed Data are Our confidential and/or trade secret information (“Confidential Information”). You shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Confidential Information to others except as expressly provided for herein. You agree to secure and protect the Confidential Information in a manner consistent with the maintenance of Our rights therein. You shall use Your best efforts to assist Us in identifying and preventing any unauthorized access, use, copying, or disclosure of the Confidential Information, or any component thereof, or any of the algorithms or logic contained therein. Without limitation of the foregoing. You shall advise Us immediately in the event that You learn or have reason to believe that any person to whom You have given access to the Confidential Information has violated or intends to violate the confidentiality of the Confidential Information or any of Our proprietary rights. You will, at Your expense, cooperate with Us in seeking injunctive or other equitable relief in the name of You or Us against any such person. You agree to maintain the confidentiality of the Confidential Information using at least as great a degree of care as You use to maintain the confidentiality of Your own confidential information, and in no event less than a reasonable degree of care.  You acknowledge that the disclosure of any aspect of the Confidential Information or any other Confidential Information referred to herein, or any information which, at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to Us inadequately compensable in damages to law, and We are entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition, We may immediately terminate Your account and all license rights granted herein, in the event You breach any of Your confidentiality obligations.

14. Indemnification

ü  You shall indemnify, defend, and hold Us harmless from and against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, reasonable attorney fees, accounting fees, and expert witness fees) incurred by Us, known or unknown, contingent or otherwise, directly or indirectly arising from Your breach of any term or provision of these Terms or any way related to Your use of Lionai’s Ad-Tech Protocol, including but not limited to any claim that Your website is owned by someone other than You or that the website infringes on the intellectual property rights of a third party. We shall notify You of any such claim and shall cooperate with You, at Your expense, in defending or settling such claim. You may not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects Our rights without Our prior written consent. We may join in defense with counsel of Our choosing at Our own expense. If You do not assume the defense of any such claim within thirty (30) days after the date that notice of such a claim is given, we may defend against such claim in such manner as it may deem appropriate at Your expense, including, without limitation, settling such claim, after giving notice of the same to You.

15.  Dispute Resolution

ü  Any disputes arising from the performance of this Contract or in connection with this Contract shall be settled through good faith negotiations between the parties. If the parties are unable to resolve any dispute or claim between them through good faith negotiation, such dispute or claim shall be resolved through mediation in Hamilton County, Tennessee.

16. Copyright Notices

If you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:

•                 an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

•                 a description of the copyrighted work that you claim has been infringed;

•                 a description of where the material that you claim is infringing is located on the Website (and such description must be reasonably sufficient to enable Company to find the alleged infringing material);

•                 your address, telephone number, and email address;

•                 a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

•                 a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

•                 Notice of claims of copyright infringement should be provided to Company’s Copyright Agent at hello@lionai.ai.

17. Disclaimer of Warranty

ü  WE, OUR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS, USERS AND AGENTS (COLLECTIVELY “THE LIONAI INSIGHT PARTIES”) ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING CLIENTS). EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF THE LIONAI INSIGHT PARTIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE ENTIRE RISK ARISING OUT OF THE USE OF LIONAI INSIGHT AD-TECH PROTOCOL OR PERFORMANCE OF THE USER WEBSITES REMAINS WITH THE USER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE LIONAI INSIGHT PARTIES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING (A) THE SUCCESS OF LIONAI INSIGHT AD-TECH PROTOCOL, (B) THE NUMBER OF END USERS, IF ANY, WHO MAY SEE ADVERTISEMENTS THROUGH THE PLATFORM, AND (C) THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF LIONAI INSIGHT AD-TECH PROTOCOL. THE PLATFORM IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND, AND ANY USE BY YOU SHALL BE AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIONAI INSIGHT PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, AD-SPEND, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE LIONAI INSIGHT AD-TECH PROTOCOL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL, CUMULATIVE LIABILITY OF THE LIONAI INSIGHT PARTIES FOR ANY DIRECT DAMAGES INCURRED HEREUNDER SHALL NOT EXCEED FIFTY DOLLARS US ($50.00).

18. Term

These Terms are effective as long as You are a registered user of Lionai’s Ad-Tech Protocol. We will provide the services to You on a month-to-month basis.

19. Termination

ü  Either You or Us (“Party”) may terminate this agreement at any time by providing notice to the other Party. Regardless of the circumstances such termination shall not give rise to liability.

ü  In the event of any termination, You shall not be entitled to any refunds of any fees. Any outstanding balance for Your use of Lionai’s Ad-Tech Protocol rendered through the date of termination, and any other unpaid payment obligations incurred during the remainder of the billing period, shall be immediately due and payable in full. All data, files, or other information stored in Your account shall not longer be available to You.

ü  The termination of this agreement shall automatically, and without further action by Us, terminate and extinguish Your right to use Lionai’s Ad-Tech Protocol.

ü  You agree that We have the right to delete all data, files, or other information that is stored in Your account subsequent to termination. You agree that We may retain any Processed Data (defined in section 6a) relating to Your use of Lionai’s Ad-Tech Protocol, except for personal data. Such data shall be used only to improve Lionai’s Ad-Tech Protocol and the quality of service.

ü  We may suspend or terminate Your access to Lionai’s Ad-Tech Protocol at any time, without advance notice, for any reason that We find valid in Our sole discretion, until cured, including but not limited to where We believe that:
i. You are or have previously been, in any way, in breach of the Terms.
ii. You are or have previously been conducting activities that do not fully comply with all applicable local, State, national and foreign laws, rules and regulations.
iii. You are or have previously been late with any payment for the usage of Lionai’s Ad-Tech Protocol.
iv. You are or have previously been involved in the misuse of system resources, including without limitation, the employing of programs or techniques that consume excessive network capacity, CPU cycles, disk I/O or place excessive demand on any other resource, whether intentional or otherwise.

20. Modifications

ü  We may, from time to time, modify the Terms or billing plans. We will post notice of modifications hereto at Our website. Changes will not apply retroactively and will become effective immediately after they are posted. Modifications to billing plans will come into force at the beginning of the next billing period.

ü  All amendments or modifications will be binding if You continue to use Lionai’s Ad-Tech Protocol after modifications to these Terms come into force.

21. General

ü  You shall pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against Us. You shall reimburse Us for the amount of any such taxes or duties paid or accrued directly by Us as a result of this transaction.

ü  All agreements between You and Us shall be governed by, and construed in accordance with, the laws of England and Wales, except for its conflict of law provisions, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

ü  Any litigation based hereon, or arising out of, under, or in connection with these Terms (and all agreements between You and Us), shall be brought and maintained exclusively in the competent courts in England and Wales. The Parties hereto hereby expressly and irrevocably submit to the jurisdiction of the abovementioned courts for the purpose of any such litigation as set forth above. In addition, each Party irrevocably and unconditionally waives application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The Parties hereto hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.

ü  Each of the Parties hereby waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any action or proceeding to enforce or defend any rights under these Terms and any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith, and agrees that any such action or proceeding shall be tried before a court and not before a jury.

ü  These Terms are made solely for the benefit of You and Us and Your/Our respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of these Terms.

ü  You may not assign any of Your rights or delegate any of Your duties under these Terms without Our prior written consent. Despite such consent, no assignment shall release the assignor of any of its obligations or alter any of its primary obligations to be performed under these Terms.

ü  Except as otherwise expressly provided in these Terms, these Terms shall bind and ensure to the benefit of the successors, assigns, heirs, executors and administrators of You or Us.

ü  The Parties acknowledge and agree that the Services performed by the Company, its employees, agents, or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship, or otherwise between the parties.

ü  Neither Party shall be deemed in default of these Terms to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riot, act of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such Party.

ü  No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms shall be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No failure or delay by Us in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

ü  Except as may be set forth in a written agreement signed between You and Us, these Terms constitute the final, complete, and exclusive statement of the terms of the use of Lionai’s Ad-Tech Protocol between the Parties and supersedes all prior and contemporaneous understandings or agreements of the parties.

ü  If any provision of these Terms is found to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable it shall be so narrowly drawn, without invalidating the remaining provisions of these Terms or affecting the validity or enforceability of such provision.

ü  If We prevail in any action, suit, or proceeding arising from or based upon these Terms, We shall be entitled to recover from You, Our reasonable fees in connection therewith in addition to the costs of such action, suit, or proceeding.

ü  The headings in these Terms are included for convenience only and shall neither affect the construction or interpretation of any provision in these Terms nor affect any of the rights or obligations of the Parties these Terms.

ü  Any notice, communication or statement relating to these Terms shall be in writing and deemed effective:
i. upon delivery when delivered in person.
ii. upon transmission when delivered by verified facsimile or other confirmed electronic transmission.

ü  Each Party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of these Terms. These Terms shall not be construed against either Party by reason of its drafting.

ü  Please see Our separate Privacy Policy in relation to how We collect and use Your information, which will become binding on you as at the date You register as a user of Lionai’s Ad-Tech Protocol.

ü  Any complaints that arise from these Terms or use of Lionai’s Ad-Tech Protocol can be directed to hello@lionai.ai. All complaints will be handled within a reasonable timeframe.