Terms of Service

1. Acceptance & Binding Agreement

These Terms of Service (the "Agreement") constitute a legally binding contract between you, whether individually or on behalf of an entity ("you," "User," or "Counterparty"), and Annulza, DBA, together with its subsidiaries, parent companies, holding entities, DBAs, brands, divisions, successors, assigns, officers, directors, members, managers, employees, contractors, agents, and affiliates (collectively, the "Company," "we," "us," or "our").

By accessing, browsing, registering for, purchasing, downloading, or otherwise using any website, application, product, software, API, or service owned or operated by the Company (collectively, the "Services"), you affirmatively acknowledge that you have read, understood, and irrevocably agree to be bound by every provision of this Agreement. If you do not agree, you must immediately cease all access to and use of the Services.

Your continued use of the Services constitutes ongoing, renewed, and affirmative acceptance of this Agreement as amended from time to time.

2. Definitions

"Affiliates" means any entity or person that directly or indirectly controls, is controlled by, or is under common control with the Company, including all brands, holdings, and portfolio companies.

"Content" means all software, code, text, graphics, designs, trademarks, logos, data, and materials made available through the Services.

"Confidential Information" means any non-public information relating to the Company, its Affiliates, operations, technology, security posture, clients, or business, whether or not marked confidential.

"Hostile Actor" means any person or entity that engages in, attempts, conspires to, or aids any prohibited conduct described in this Agreement, including intruders, conspirators, competitors acting in bad faith, and organizations that exploit legal process to harm the Company or its Affiliates.

3. Eligibility & Authority to Contract

You represent and warrant that you are at least eighteen (18) years of age and possess the full legal right, power, capacity, and authority to enter into and be bound by this Agreement. If you use the Services on behalf of an entity, you represent that you are duly authorized to bind that entity, and "you" refers to that entity.

You further represent that you are not identified on, owned by, or acting on behalf of any party subject to sanctions, embargoes, denied-party lists, or restrictions administered by any competent governmental authority, and that your use of the Services does not violate any applicable law of your jurisdiction.

4. Limited License & Reservation of Rights

Subject to your strict and continuous compliance with this Agreement, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for their intended purpose.

All rights not expressly granted are reserved by the Company and its Affiliates. No ownership, title, or intellectual property interest is transferred to you under any circumstances. This license terminates automatically upon any breach of this Agreement.

5. Acceptable Use

You agree to use the Services lawfully, ethically, and in good faith. You are solely and fully responsible for all activity conducted through your access, credentials, devices, or network, whether authorized by you or not.

You accept that the Company holds ZERO responsibility for any loss of data, breaches, interruptions, downtime, or damages — direct, indirect, incidental, special, consequential, exemplary, or punitive — resulting from the use or inability to use any Service or product, now or in the future.

6. Prohibited Conduct

You shall NOT, and shall not permit, enable, fund, direct, or conspire with any third party to: (a) access, probe, scan, or test the vulnerability of any system or network without express written authorization; (b) circumvent, disable, or interfere with security, authentication, rate-limiting, or access-control features; (c) reverse engineer, decompile, disassemble, or attempt to derive source code, trade secrets, or underlying architecture; (d) scrape, harvest, crawl, cache, or systematically extract data or Content by automated means; (e) introduce malware, ransomware, backdoors, or malicious code; (f) conduct denial-of-service, credential-stuffing, injection, or brute-force attacks.

You shall further NOT: (g) impersonate the Company, its Affiliates, personnel, or any other person; (h) engage in corporate espionage, competitive intelligence gathering by deception, or misappropriation of Confidential Information or trade secrets; (i) defame, disparage, harass, stalk, threaten, extort, or intimidate the Company, its Affiliates, or personnel; (j) file, fund, or coordinate vexatious, retaliatory, or bad-faith legal proceedings intended to harass, burden, or sabotage the Company; (k) use the Services to violate any law, regulation, sanction, or third-party right; or (l) attempt, aid, abet, or conspire in any of the foregoing.

Any violation of this Section causes immediate, substantial, and irreparable harm to the Company and its Affiliates and constitutes a material breach entitling the Company to the full range of remedies described herein.

7. Intellectual Property

All Content, Services, trademarks, service marks, trade names, logos, designs, software, and proprietary technology are and remain the exclusive property of the Company, its Affiliates, or their licensors, and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws worldwide.

Any unauthorized use, reproduction, distribution, modification, framing, mirroring, or creation of derivative works constitutes infringement and will be pursued through all available civil and criminal channels, including statutory and enhanced damages, disgorgement of profits, and recovery of legal fees.

8. Confidentiality & Trade Secrets

You shall hold all Confidential Information in strict confidence, use it solely as necessary to use the Services, and not disclose it to any third party. You acknowledge that the Company's trade secrets derive independent economic value from not being generally known and are the subject of reasonable protective measures.

Misappropriation of Confidential Information or trade secrets entitles the Company to injunctive relief, actual and exemplary damages, and attorneys' fees under all applicable trade-secret statutes, including where available the U.S. Defend Trade Secrets Act and comparable laws in other jurisdictions.

9. Non-Disparagement

You agree not to make, publish, or cause to be published any statement — written, oral, or electronic — that is false, misleading, or maliciously defamatory concerning the Company, its Affiliates, personnel, products, or reputation. This provision does not restrict truthful statements to governmental or regulatory authorities as protected by law.

10. Monitoring, Logging & Digital Forensics

All interactions, transactions, sessions, and use of the Services are logged, monitored, timestamped, and retained. The Company employs security telemetry, IP reputation intelligence, device and network fingerprinting, and threat-scoring systems to detect, deter, and document abuse.

You expressly consent to such monitoring and acknowledge that records, logs, metadata, and forensic evidence collected during your use may be preserved and presented to law enforcement, courts, regulators, or arbitration tribunals as admissible evidence against any Hostile Actor.

11. Payments, Chargebacks & Fraud

You agree to pay all fees when due and to not initiate fraudulent, retaliatory, or bad-faith chargebacks or payment disputes. Fraudulent chargebacks constitute a breach of contract and, where applicable, theft of services, and may be reported to payment networks, collection agencies, and law enforcement.

The Company reserves the right to recover the full disputed amount, associated fees, and costs of collection, including reasonable attorneys' fees.

12. Indemnification

You agree to defend, indemnify, and hold harmless the Company and its Affiliates, and their respective officers, directors, members, employees, contractors, and agents, from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees and expert costs) arising out of or related to: (a) your use of the Services; (b) your breach of this Agreement; (c) your violation of any law or third-party right; or (d) any Hostile Actor conduct attributable to you or those acting in concert with you.

This indemnification obligation survives termination of this Agreement and applies regardless of the theory of liability.

13. Disclaimer of Warranties

THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

The Company does not warrant that the Services will be uninterrupted, secure, error-free, or free of harmful components.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO THE COMPANY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). Some jurisdictions do not allow certain limitations; in such cases liability is limited to the fullest extent permitted.

15. Liquidated Damages & Injunctive Relief

You acknowledge that certain breaches — including unauthorized access, data scraping, misappropriation of Confidential Information, and coordinated attacks — cause damages that are difficult to quantify. Where actual damages are impracticable to calculate, you agree that liquidated damages in an amount reflecting a reasonable pre-estimate of harm are enforceable and are not a penalty.

You further agree that any breach of the confidentiality, intellectual property, prohibited conduct, or non-disparagement provisions will cause irreparable harm for which monetary damages are inadequate, and the Company shall be entitled to immediate injunctive and equitable relief without the requirement of posting a bond, in addition to all other remedies.

16. Prosecution & Cooperation with Authorities

The Company maintains a ZERO-tolerance policy for threats, harassment, stalking, extortion, fraud, cyberattacks, and any illegal conduct directed against the Company, its Affiliates, personnel, or property.

All violators, conspirators, and those acting in concert with them will be pursued and prosecuted to the fullest extent of applicable civil and criminal law across all relevant jurisdictions. The Company will cooperate fully with law enforcement and regulatory authorities and may seek recovery of all damages, including where permitted damages for emotional and reputational harm.

17. Sanctions, Anti-Money-Laundering & Export Controls

You represent and warrant that you will comply with all applicable anti-corruption, anti-money-laundering, sanctions, and export-control laws. You shall not use the Services in or for the benefit of any sanctioned jurisdiction or party, or to export, re-export, or transfer any technology in violation of applicable export-control regulations.

18. Governing Law & Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles, and, where applicable, the federal laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to the arbitration provision below, you irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Delaware for any matter not subject to arbitration, and waive any objection based on inconvenient forum.

19. Binding Arbitration, Class Waiver & Jury Waiver

Except for claims for injunctive or equitable relief or intellectual-property enforcement, any dispute arising out of or relating to this Agreement shall be resolved by final and binding individual arbitration administered under the rules of a recognized arbitral body, conducted on a confidential basis.

YOU AND THE COMPANY WAIVE ANY RIGHT TO A TRIAL BY JURY AND AGREE THAT DISPUTES SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any form of representative action.

20. Limitation Period

To the extent permitted by law, any claim or cause of action you may have arising out of or relating to the Services or this Agreement must be commenced within one (1) year after the cause of action accrues; otherwise, such claim or cause of action is permanently barred.

21. Suspension & Termination

The Company may suspend, restrict, or terminate your access to the Services at any time, with or without notice, for any reason, including suspected violation of this Agreement. Upon termination, all licenses granted to you immediately cease, and provisions that by their nature should survive — including confidentiality, indemnification, disclaimers, limitations of liability, and dispute resolution — shall survive.

22. Force Majeure

The Company shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, utility or network failures, cyberattacks, or third-party service interruptions.

23. Assignment & Third-Party Beneficiaries

You may not assign or transfer this Agreement or any rights hereunder without the Company's prior written consent. The Company may freely assign this Agreement to any Affiliate, successor, or acquirer. The Affiliates are intended third-party beneficiaries entitled to enforce the protections of this Agreement directly.

24. Severability, Waiver & Entire Agreement

If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary or severed, and the remaining provisions shall remain in full force and effect. The failure to enforce any provision is not a waiver of the right to later enforce it.

This Agreement, together with any policies referenced herein including the Privacy Policy, constitutes the entire agreement between you and the Company regarding the Services and supersedes all prior understandings.

25. Changes to These Terms

The Company reserves the right to modify, amend, or replace this Agreement at any time in its sole discretion. Material changes will be reflected by an updated "Last Updated" date. Your continued use of the Services after any change constitutes acceptance of the revised Agreement.

26. Contact & Legal Notices

All legal notices to the Company must be submitted in writing through the official contact channels published on our website and addressed to the Legal Department of Annulza, DBA. Notices are deemed given upon confirmed receipt.