Terms & Conditions

END USER LICENSE AGREEMENT (EULA)

Last Updated September 10th, 2024
Clare.AI Limited is the developer and sole owner of the digital platform VCC available at https://www.vajracodingclub.com/ (“Platform”) including all intellectual property rights (“IP”) comprised therein. This Platform enables the users to distribute and broadcast digital content to the user’s customers, clients or intended recipients via business messaging SaaS tools and applications (“Services”).
This End User License Agreement (“Agreement” or “EULA”) is a contract between you (“End User” or “Subscriber”) and Clare.AI Limited (“Clare.AI”, “vajracodingclub.com”, “VCC”, “we”, “us”, or “our”), having its office at Unit 101, 29/F, Tower 5, The Gateway, 15 Canton Road, Hong Kong SAR , in respect of access to and use of our proprietary platform VCC and the Services.
It is clarified that reference to VCC includes this website, including its subdomains; the Platform; applications for mobile, tablet and other smart device systems; the Application Program Interfaces (API); the Service; any applications, sample and content files, source code, scripts, instruction sets or software included as part of the Service, as well as any related documentation.
In this EULA, “you” or “End User” refers both to you as an individual and/ or to the entity (including its employees) you represent. This EULA governs the terms of use of VCC. By accessing or using either as a whole or any part of VCC, you accept and agree to be bound by this EULA with effect from the date of access or use of VCC (“Effective Date”). If you disagree or do not accept any provision of this EULA, you are advised to immediately cease access to and use of VCC.
In the event of conflict between the terms of this EULA and any specific agreement executed between you and Clare.AI for the provision of VCC, the terms of such specific agreement shall prevail. This EULA applies to the entire Platform, use of Service, and any email or other communication between you and Clare.AI in respect of VCC. If you violate this EULA, we reserve the right to cancel your account or block access to your account without any notice and / or liability to you.
1. END USER WARRANTIES
You hereby confirm, warrant and represent that you:
1.1. represent a legitimate business; are recognized as an adult by applicable law; have the capacity to enter into this legally binding Agreement; 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 are not listed on any U.S. Government list of prohibited or restricted parties.
1.2. will use VCC for legitimate commercial purposes only, such as business or trade-related activities. VCC shall not be utilized for personal use, political agendas, or any activities in violation of the applicable laws, including but not limited to promotion of multi-level marketing schemes; false advertising, participation in illegal gambling or betting, endorsement of terrorist organizations or activities, facilitation of human trafficking or exploitation, sale of counterfeit goods or pirated material, unlawful sale or distribution of controlled substances or prescription drugs, promotion of hate speech or incitement to violence (“Permitted Purpose”).
1.3. will remain in compliance, at all times, with the policies and terms of service of the business messaging SaaS tools and applications opted by the End User for availing the Services.
2. GRANT OF LICENSE Subject to the End User’s Warranties as provided above, Clare.AI hereby grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform (“License”) to avail Services upon purchasing any plan as provided at https://www.vajracodingclub.com/pricing/ (“Subscription Plan”) for the duration of the subscription, subject to the terms and conditions of this EULA. This License is solely for the purpose of accessing the Platform and using the Services in accordance with its intended functionality as described in the purchased Subscription. You shall not sublicense, rent, lease, or otherwise transfer the Platform, the Services or any portion thereof to any third party. All rights not expressly granted herein are reserved by Clare.AI.
3. SUBSCRIPTION
Unless otherwise agreed in writing, the Subscription Plans, as part of the Service, are subject to the following terms:
3.1. Trial. You have the option to avail a free demo of VCC for a short and non-renewable trial period. Some features or functions of VCC may not be available during the trial period. Details regarding and conditions applicable to the trial, will be made available to you once you create your demo account here. The trial period shall end automatically (without any prior notice) and shall not convert into any paid Subscription unless you actively purchase such Subscription. At any time and without notice, Clare.AI reserves the right to (i) modify the terms and conditions of this offer; or (ii) cancel such offer.
3.2. Subscription Plans. Prices, descriptions, or availability of Subscriptions through different plans are available at https://www.vajracodingclub.com/pricing/ and are subject to change without notice (“Subscription Plans”). While we make all reasonable efforts to ensure accuracy with respect to the description of each Subscription Plans, representation on VCC through any means (including, as the case may be, graphic material, images, colors, sounds) is for reference only and implies no warranty as to the characteristics of the purchased Subscription Plan. The complete features and functionalities of the chosen Subscription Plan will be outlined during the purchasing process and in the dedicated sections of VCC.
3.3. Subscription Term. Subscriptions allow you to access and use VCC continuously or regularly over a determined period of time (“Subscription Term”). Paid Subscriptions begin on the day the payment is received by Clare.AI. You will be billed in advance on a recurring and periodic basis depending on the type of Subscription plan you select.
3.4. Purchasing Process. All steps taken from choosing a Subscription Plan to placing the order via the Platform form part of the purchasing process. After reviewing the information displayed in the purchase selection, you may place the order by submitting it. The submission of an order determines contract conclusion and creates an obligation to pay the price, taxes, and possible further fees and expenses, as specified on the order page.
3.5. Subscription Fee. You shall be informed of any and all applicable fees, taxes, and costs which is payable by you at the time of purchasing a Subscription Plan during the purchasing process and before order submission. It is clarified that the displayed prices of each Subscription Plan (“Subscription Fee”) are exclusive of any applicable duties, taxes, and costs (including without limitation withholdings, tariffs, levies, customs, capital or income taxes or other governmental charges or expenses, value added tax, sales tax, consumption tax and similar taxes or duties as well as any current or future municipal, state, federal or provincial taxes), and you will pay, indemnify, and hold harmless Clare.AI from same. Clare.AI, in its sole discretion and at any time, may modify the Subscription Fee with prior notice and such change will become effective at the end of the then- current Subscription Term. Continued use of VCC after the Subscription Fee change comes into effect shall constitute an agreement to pay the modified Subscription Fee.
3.6. Payment. Information related to accepted payment methods is made available during the purchasing process. If payment through the available methods fails, Clare.AI shall not fulfill the purchase order. Any possible costs or fees resulting from failed or refused payment shall be borne by you
3.7. Automatic Renewal. All Subscriptions are renewed automatically for the same duration as the original Subscription Term using the payment method selected by you at the time of purchase. In the event of failed automatic payment, Clare.AI will invoice you on the date of renewal and suspend your access to and use of VCC till such payment is made.
3.8. Termination. A paid Subscription may be terminated at any time during the Subscription Term by sending a clear and unambiguous written notice to Clare.AI at the contact details provided herein. It is clarified that Subscriptions may not be terminated prematurely and shall run out upon expiration of the subscription term.
3.9. Excess Usage, Additional Services. If you exceed your paid Subscription limit or opt for additional Services (not included in your paid Subscription Plan) during the Subscription Term, you will incur additional charges. You are required to make payment towards the excess usage in order to continue using the Services.
3.10. Disputed Invoice. If you reasonably and in good faith disputes any portion of an invoice, you shall pay the undisputed portion of the invoice and submit a written claim to Clare.AI for the disputed amount within seven (07) days from the date of invoice. You waive the right to dispute any portion of an invoice not disputed within the time frame agreed under this Clause. The Parties will make good faith efforts to resolve such dispute within fifteen (15) days of receipt of notice by escalating it to higher levels of management. To the extent the dispute is resolved against you in accordance with the procedures hereunder, you shall immediately make all pending payments.
3.11. Late Payment. Failure to make timely payments entitles Clare.AI to: (a) suspend, in whole or in part, access to VCC, until such payment is received; and / or (b) levy an interest, compounded monthly, of 1.5% per month or the highest amount allowed by law (whichever is less) on all past due amounts (except disputed invoice).
3.12. Third-Party Fees. All fees charged by VCC are exclusive of any charges assessed by Third Parties for access to or use of their services. Such charges shall be your responsibility, and Clare.AI may charge for additional services imposed by Third Parties.
3.13. Refund. Unless mandated by law or agreed otherwise in writing, paid Subscriptions are non-cancellable and non-refundable. No refunds or credits (service or otherwise) will be issued for partial periods of Service, upgrade / downgrade requests, or unused portions of Service.
4. END USER RIGHTS AND OBLIGATIONS
4.1. You agree not to license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit VCC by making the Platform or the Services available for access or use by any third party, including by means of operating a service bureau, outsourcing or time-sharing service.
4.2. Upon your request, Clare.AI will issue one or more administrator accounts (“Administrator Accounts”) to you that provides you with the capability to create accounts for use by individuals who are your employee or contractor and to whom your wish to grant access to and use of VCC through your Subscription (each, an “Administrative User”).
4.3. You shall be solely responsible for (i) determining the suitability of VCC for your purposes; and (ii) ensuring that your use of VCC shall be strictly in accordance with this EULA and the paid Subscription Plan (in particular, you shall ensure that the maximum number of Administrative Users accessing and using VCC through your Subscription shall not exceed the number of permitted users set out under the applicable Subscription Plan).
4.4. You are responsible for all use of VCC accessed through your credential (directly or indirectly), including ensuring that Administrative Users do not circumvent or disclose any usernames, passwords or other access credentials or authentication details, or interfere with or disrupt any other security control of VCC.
4.5. You shall maintain reasonable security standards for your use and your Administrative Users’ use of VCC, such as using industry standard virus protection software, and other customary procedures to screen any Media Content.
4.6. You shall be solely responsible for the acts and omissions of Administrative Users as if they were your acts and omissions, and for ensuring that anyone who uses VCC through your credentials does so in accordance with the terms and conditions of this EULA. In particular, you agrees not to: (i) activate and use the functionalities of VCC of which you have not been conceded rights of use; (ii) access or use VCC to host or transmit any content, data or information that is illegal or which infringes any third party’s rights, such as intellectual property rights or right of privacy, or which otherwise violates any applicable laws; (iii) copy, translate, make derivative works, disassemble, decompile, reverse engineer or otherwise attempt to discover the source code or underlying ideas or algorithms embodied in the software applications or other systems used for the provision of VCC (including the SaaS, PaaS), or remove any titles or trademarks, copyrights or restricted rights notices in the systems, software and other materials used in the provision of VCC; (iii) access or use VCC for the purpose of building competitive products or services by copying its features or user interface or by allowing a direct competitor of Clare.AI to access or use VCC; (iv) provide any information, source code or underlying ideas or algorithms of VCC to any third party; (v) access or use VCC in a way intended to avoid incurring fees or exceeding concurrent user or usage limits or quotas; or (vi) use any automated tools (i.e. bots) to access VCC or perform activities.
4.7. You will notify Clare.AI immediately, upon becoming aware of any breach or threatened breach of the terms of this Clause or of any breach or threatened breach of security including any attempt by a third party to gain unauthorized access to VCC or to your account.
5. MEDIA CONTENT AND END USER DATA
5.1. You confirm that you (and your licensors, where applicable) own all right, title and interest in and to the Media Content and End User Data. With respect to any and all Personal Data comprised in the End User Data, you are and shall remain the data controller and Clare.AI is and shall remain the data processor.
“Media Content” means any content that you transmit over the internet using VCC including text, videos, images and document files.
“End User Data” means any content, materials, data and information, including Media Content and Personal Data that you or the Administrative User enter into VCC or is otherwise uploaded by you or on your behalf in order to avail the Services. End User Data shall not include any component of VCC or material or data provided by or on behalf of Clare.AI or its licensors.
“Personal Data” means personally identifiable information provided to Clare.AI by you or on your behalf in connection with this EULA, in the form of End User Data.
5.2. You have obtained, and during the Subscription Term will obtain, all Consents required under applicable law prior to End User Data being entered into VCC.
“Consent” means (1) all consents, permissions, notices and authorizations necessary for Clare.AI to provide the Services, including from End Users, the End Users’ clients, customers and intended recipients of messages through the Service, or third parties; (2) valid consents from or notices to applicable individuals whose data is processed to provide the Service; and (3) required authorizations from regulatory authorities, representative bodies or other third parties, as may be applicable.
5.3. You authorize Clare.AI to process End User Data in accordance with the provisions of this EULA.
5.4. Clare.AI will not disclose End User Data to any third party except: (i) to an affiliate or subcontractor for the provision of VCC; (ii) subject to notification requirements contained in the EULA, as reasonably required by applicable Laws; (iii) as required by the EULA or with your written consent; and/or (iv) as necessary for Clare.AI to establish, defend or exercise its legal rights under the EULA and applicable Laws.
5.5. You hereby grants to Clare.AI the nonexclusive right to host, store, process, and transfer the End User Data for the purposes of provisioning of and your use of VCC as set forth in this EULA; and Clare.AI’s improvement of VCC.
5.6. Clare.AI agrees to destroy End User Data upon termination of this EULA or your Subscription. You acknowledges the continuing right of Clare.AI to (i) track, collect and compile Aggregated Data (including but not limited to VCC usage statistics) in any manner desired by Clare.AI, (ii) use the Aggregated Data for any purpose; and (iii) grant sublicenses to Clare.AI’s subcontractors and affiliates as necessary for those subcontractors and affiliates to perform services on Clare.AI’s behalf. Clare.AI may: (i) use usage patterns, trends, statistics, and other data derived from use of VCC (but not End User Data itself) for purposes of developing or improving VCC and other Clare.AI products and services; and (ii) provide information to the cloud vendor regarding your use of VCC, subject to the cloud vendor’s obligations of confidentiality, for cloud vendor’s use to improve its cloud infrastructure services. “Aggregated Data” means End User Data (including Media Content and Personal Data) that is collected in the course of providing the Services and that is not identifiable in any way as being related to any individual.
5.7. It is solely your responsibility to maintain appropriate security, protection and back-up of the End User Data. Clare.AI shall have no liability for any loss or damage arising from your failure to comply with the requirements of this Clause.
6. VCC WARRANTIES
6.1. Clare.AI warrants that it will take reasonable care and use commercially reasonable efforts in arranging and provisioning of the Platform and the Services will be performed in a good and workmanlike manner, in accordance with this EULA. The preceding are the only warranties and over-ride all other warranties, conditions and representations, express or implied, including fitness for purpose, merchantability, non-infringement.
6.2. VCC is provided on an “as-is” and “as-available” basis. Clare.AI does not make any representations or warranty of any kind, express or implied, including any warranty that VCC will be uninterrupted, error free, or free of harmful components, or that any content, including End User Data, or third party components or content, will be secure or not otherwise lost or damaged, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade. Clare.AI will not be held accountable for any perceived or actual damages arising from the content, operation, or use of VCC. Each party, its affiliates and its licensors disclaim all, and the other Party agrees that it is not entitled to any equitable or implied indemnities in respect of the warranties disclaimed herein. These disclaimers shall apply to the maximum extent permitted by applicable law.
6.3. Accessibility to and functionality of VCC may be compromised on your web browser, mobile device(s), and/or operating systems. Clare.AI cannot guarantee your internet access, including its availability and quality. You are responsible for ensuring internet access for consumption of Services. Additionally, Clare.AI relies on the WhatsApp business application program interface for delivering its Services. Consequently, changes made by business messaging SaaS tools and applications to the messaging platform may impact or even disrupt the Services. You acknowledge that Clare.AI has no control over the delivery of Services by the messaging platform or its technical setup. This may result in Clare.AI being unable to provide Services to you in part or in whole. In such cases, both parties reserve the right to terminate this agreement on mutually agreed terms.
6.4. While reasonable efforts are made by to ensure regular backups are performed, Clare.AI has no liability towards loss, corruption, or restoration of data. You are responsible for maintaining appropriate security, protection and back-up of your data and content.
7. BREACH
7.1. Permitted Purpose and End User Data. You are responsible for ensuring that the use of VCC and all End User Data is compliant with the Permitted Purpose. Clare.AI does not moderate, review, filter or analyse End User Data but reserves the right to remove or block it at its discretion without notice (a) if a complaint or notice of intellectual property infringement is received; (b) upon order of a public authority; or (c) if the content poses a risk to you, Administrative Users, intended recipients, third parties, general public or VCC. You cannot claim compensation for the removal or blocking of such Media Content. You also agree to hold Clare.AI harmless from any claims or damages arising from End User Data.
Non-compliance. You acknowledge and agrees that Clare.AI shall be permitted to monitor and/or inspect the your and Administrative Users’ access and usage of VCC, limited solely for the purposes of verifying their compliance with the terms of this Agreement. If non-compliance is found it will amount to material breach and Clare.AI may at its sole discretion (a) terminate this Agreement; or (b) suspend your account till the time such non-compliance is rectified.
8. INDEMNITY
You shall defend, indemnify and hold harmless (at your sole expense) Clare.AI from and against any and all damages, claims, demands, lawsuits, judgments, fines, and penalties (including interest thereon and court costs) caused to or claimed against Clare.AI arising from or related to: (a) any use of VCC by you in violation of any applicable law or regulation; (b) any allegation that the End User Data violates, infringes or misappropriates the rights of a third party (including without limitation right to privacy); or (c) your use of VCC or your other acts / omissions in violation of this EULA. The foregoing shall apply regardless of whether such damage is caused by your conduct or by the conduct of a third-party using your access credentials where you have negligently made your credentials available or chosen credentials that are easy to hack into.
9. LIMITATION OF LIABILITY
9.1. In no circumstance shall Clare.AI be held liable (whether in contract, tort, negligence, strict liability, by statute, or otherwise) for, even if it has been advised of the possibility of such damages, consequential, indirect, incidental, special, or punitive damages, business interruption, including loss of profits, business, opportunity, data, goodwill or anticipated savings (whether arising directly or indirectly) or damages which are beyond Clare.AI’s reasonable control. This includes any damage, loss, or injury to person or property resulting from your access to or use of VCC or unauthorized access to or use of VCC’s secure servers or cloud services; hacking, tampering, or unauthorized access to /use of VCC, your account, or information contained therein; errors, mistakes, or inaccuracies of End User Data; interruption or cessation of transmission to/from VCC; bugs, viruses, trojan horses, or similar entities transmitted through VCC; and defamatory, offensive, or illegal conduct by you or third parties.
9.2. The sole liability of Clare.AI to you in relation to any and all claims in any manner related to VCC(whether in contract, tort negligence, strict liability in tort, by statute, or otherwise) will be for direct damages, not to exceed in the aggregate the total Subscription Fee paid to Clare.AI during Subscription Term under which the event giving rise to the claim occurred (and where the Subscription Term exceeds a period of 12 months, then the pro-rated Subscription Fee applicable to the 12 month period immediately preceding the event giving rise to such claim) or USD 500, whichever is less.
10. INTELLECTUAL PROPERTY RIGHTS
Clare.AI (and its licensors, where applicable), own all right, title and interest, including all Intellectual Property Rights, in and to the systems, software and other content and materials used in the provision of VCC (the website, Platform, products and Services), and to any suggestions, enhancement requests, feedback, or recommendations provided by you or any other party relating thereto. In the event new features or functionality are suggested by you which Clare.AI, at its sole discretion, incorporates into VCC, such additions will become the exclusive property of Clare.AI. You may only use VCC and Clare.AI’s Intellectual Property Rights relating thereto as expressly permitted herein. Clare.AI’s name, logo, and the product names associated with VCC are trademarks of Clare.AI or its licensors, and no right or license is granted to you to use them. Notwithstanding anything to the contrary provided herein, you will not acquire any rights to the intellectual property including domain names, other than the limited use rights granted herein for the Subscription Term. You shall not remove, or allow (through act or omission) to be removed, any logo, copyright, trademark, trade name, trade secret or other proprietary rights notice from VCC or any related materials.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1. The Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
12.2. In case of any issues or concerns, you may reach out to Clare.AI at the contact details provided herein and Clare.AI will make all reasonable efforts to resolve your issues or concerns amicably.
12.3. Any and all disputes that remain unresolved after 30 days shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force upon submission of the notice of arbitration. The law of this arbitration clause shall be law of Hong Kong. The number of arbitrator(s) shall be one, appointed mutually. The seat of arbitration shall be Hong Kong and the proceedings shall be conducted in English.