Effective June 1, 2025
These Terms of Service (this “Agreement”) are a binding contract between you ("Customer") and shAiny, Inc. (“shAiny,” “we,” or “us”). This Agreement governs your access to and use of the Services.
PLEASE REVIEW THIS AGREEMENT CAREFULLY TO ENSURE YOU UNDERSTAND EVERY PROVISION.
This Agreement includes an arbitration clause and a class action / jury trial waiver. Unless you choose to opt out as described in Section 11(b), you agree to resolve all disputes between you and us—including any that may have arisen or been asserted prior to your acceptance of these terms—exclusively through final and binding individual arbitration.
To the maximum extent allowed by law, you expressly waive your right to bring claims in court, to request a jury trial, and to participate in any class action, collective action, private attorney general action, or other representative proceeding.
When this Agreement Becomes Effective:
This Agreement takes effect as soon as you click “I Accept” , when you access or use our services or signing an Order Form— whichever happens first (“Effective Date”).
By doing so, you confirm that:
You’ve read and understood the terms;
You have the legal authority to enter into this Agreement — and if you’re accepting on behalf of an organization, you’re authorized to bind that organization;
You agree to follow these terms and be legally bound by them.
If you don’t agree, do not use the services. Simply click “I Decline” or exit the platform.
1. Definitions
“Aggregated Statistics” refers to anonymized and summarized data about how you use the Services. shAiny may use this information to analyze trends, improve performance, and optimize the platform.
“Arbitration Agreement” means the mandatory individual arbitration provision in Section 11(b)
“Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
“Class Action/Jury Trial Waiver” means the class action/jury trial waiver provision in Section 11(c).
“Confidential Information” includes sensitive business, technical, or proprietary information shared by either party—whether verbal, written, or digital. This may include trade secrets, IP, internal strategies, or third-party confidential data. It does not include information that is publicly available, already known, lawfully obtained from others, or developed independently.
“Customer,” “you,” or “your” refers to you and any Authorized Users acting under your account.
“Customer Account” is your unique account created to access and manage the Services.
“Customer Property” includes:
(i) any Input you submit,
(ii) the Output you receive, and
(iii) all content, files, data, or materials you supply to shAiny directly or via third-party integrations.
“Documentation” means any guides, onboarding materials, FAQs, or training content provided by shAiny to help you understand and use the Services, including any resources available at shainy.app or its social media accounts and communities .
“Feedback” means any messages, ideas, feature suggestions, or insights you send us—by any means—related to improving or evolving the Services.
“Input” refers to any prompts, data, or information you provide to the platform, where you have full rights or permission to use the content involved. Input does not include any system-generated elements or shAiny's internal tools.
“Intellectual Property Rights” refers to all existing or future legal rights related to inventions, code, creative works, trademarks, trade dress, designs, or other proprietary assets—under any applicable law worldwide.
“shAiny Property” includes the platform itself, its tools, underlying systems, instructional materials, internal processes, and any content or assets created by or on behalf of shAiny to power the Services. It also includes Aggregated Statistics and platform usage data, but not your Output or Customer Property.
“Order Form” means a document (digital or physical) that is (i) explicitly agreed upon by both parties; (ii) references this Agreement; and (iii) specifies particular terms such as pricing, deliverables, personnel involved (e.g. SMM manager, designer), project timelines, and any additional custom provisions. An Order Form may be in the form of a signed PDF, checkout confirmation, email thread, or any written record of agreement.
Each Order Form is incorporated into this Agreement only to the extent of the specific commercial terms it governs, and does not modify or override the general legal terms herein, unless explicitly stated otherwise. By signing the Order Form, you agree to the Terms of Service and acknowledge that these terms govern your use of the Services, even if you do not access the platform directly.
“Output” is the result produced by the platform in response to your Input. This content is considered yours and does not count as shAiny Property.
“Privacy Policy” refers to shAiny’s data use and privacy practices, as outlined at https://shainy.app/privacypolicy (or the most updated equivalent URL).
“Services”“Services” means all online and/or mobile services and software provided on or in connection with the service provided by shAIny under this Agreement and as detailed on https://shainy.app and https://shainy.app/studio.
“Term” refers to the duration of this Agreement, which starts from the Effective Date and continues as long as your subscription remains active.
“Third-Party Products” means any software, tools, services, or content provided by third parties that integrate with or are accessible through shAiny.
“User” or “Users” means anyone who visits, uses, or interacts with the Services.
“User Accounts” refers to the various account types or roles that may be assigned to Users within the platform.
2. Access and Use
a. Eligibility
This Agreement is a legal contract between you and shAiny. You must review and accept these Terms before using the Services. If you do not agree, you may not use the Services. You are permitted to use the Services only if you have the legal capacity to enter into a binding agreement with shAiny and agree to comply with these Terms and all applicable local, national, and international laws and regulations. Use of the Services by anyone under the age of 13 (or under 16 in certain European jurisdictions) is strictly prohibited and constitutes a violation of this Agreement. Access is also restricted to individuals previously removed or banned from the Services by shAiny.
b. Access Grant
Subject to your payment of all applicable fees and ongoing compliance with this Agreement, shAiny grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term, solely for your internal business purposes and only by your Authorized Users. We will provide you with the necessary credentials to access the platform.
c. Documentation License
In addition to the access above, shAiny grants you a non-exclusive, non-transferable, non-sublicensable license for your Authorized Users to use the accompanying Documentation during the Term, strictly for internal business use in connection with the Services.
d. Accounts
Your Customer Account provides access to the Services and any features we may offer at our discretion. We may offer various types of user accounts for different roles. If you create a Customer Account on behalf of a company, organization, or other legal entity, then “you” includes both you personally and that entity. If you connect your account to a third-party service, you authorize shAiny to access and use information from that service as allowed by its terms, including storing your credentials for seamless integration.
You may not use another user’s account without explicit permission. When registering your Customer Account, you agree to provide accurate and complete information and to keep it current. You are solely responsible for all activity that occurs under your account and for maintaining the confidentiality of your password. We recommend using a strong password (a mix of upper and lowercase letters, numbers, and symbols). You must immediately notify us of any unauthorized access or security breach. shAiny is not liable for any loss or damage resulting from unauthorized access to your account.
You can manage your profile and service preferences in your account settings. By providing your email address, you consent to receive important communications from us electronically, including legal notices, rather than via postal mail. We may also send service-related updates or promotional messages. If you prefer not to receive promotional communications, you can opt out or update your preferences in your settings. Please note: opting out may affect your ability to receive important information related to updates or new features.
e. Acceptable Use & Restrictions
You—and any Authorized Users under your account—are prohibited from engaging in any of the following activities:
Copying, sharing, selling, reselling, or disclosing any portion of the Services, whether manually or using automation tools like scraping scripts.
Using automated systems (such as bots, spiders, or offline readers) in a way that sends more requests to shAiny’s servers than a human reasonably could via a standard web browser. (Note: public search engines may receive limited, revocable permission to index publicly available content for search purposes only—not for archiving or caching.)
Sending spam, chain letters, or any form of unsolicited email through the Services.
Attempting to disrupt, breach, or reverse-engineer the platform’s security or system integrity.
Violating shAiny’s Fair Use Policy, available at shainy.app/legal/usage.
Uploading invalid files, malware, viruses, or any other harmful software.
Harvesting or scraping personal information (including usernames or account data).
Using the Services for illegal outreach, lead generation, or any unpermitted commercial solicitation.
Impersonating someone else, misrepresenting your identity, or using the platform for fraud.
Interfering with the normal operation of the Services.
Accessing the Services through tools, channels, or technology that weren’t explicitly provided or approved by shAiny.
Circumventing or attempting to bypass access controls, security restrictions, or any protective measures related to the Services or its content.
f. Aggregated Usage Data
shAiny may monitor how the Services are used and generate aggregated, anonymized statistics ("Aggregated Data"). All rights to this data belong exclusively to shAiny.
This information may be derived from how you interact with the platform—including the content you provide—so long as it is never personally identifiable and does not reveal your Confidential Information. We may share aggregated insights publicly or use them internally, in line with applicable laws.
g. Ownership & IP Rights
shAiny reserves all rights not explicitly granted to you in this Agreement. Unless otherwise stated, nothing in this Agreement transfers any intellectual property ownership or usage rights to you or any third party, except for the limited licenses provided herein.
All platform assets, methods, software, content, and systems remain the exclusive property of shAiny.
h. Service Suspension
We reserve the right—without prior notice—to suspend or permanently revoke access to part or all of the Services at our discretion. This may occur for any reason, including (but not limited to):
If there’s a perceived security risk or attack on shAiny’s infrastructure.
If your (or any Authorized User’s) usage compromises the stability or safety of the Services or other users.
If you engage in illegal, fraudulent, or abusive activities on the platform.
If your business becomes insolvent, dissolves, enters bankruptcy, or otherwise ceases operating under normal conditions.
If laws prevent us from continuing service.
If our third-party vendors revoke access to essential tools or services.
If otherwise outlined in Section 5 of this Agreement.
i. Changes to the Service
We may make updates or changes to the Services at any time, with or without notice. This includes modifying features, limiting functionality, or discontinuing access—either globally or for specific users.
Your access may also be suspended or revoked (temporarily or permanently) if you violate this Agreement—or simply at our discretion. Even if access is terminated, your obligations under this Agreement will continue to apply.
j. Processing of Personal Data.
The Parties acknowledge that the Services do not require shAIny to process Personal Data on behalf of the Customer in order to function effectively. In other words, Customers can use the Services without submitting any information that identifies or could reasonably be linked to an individual.
However, shAIny may process limited Personal Data (such as contact information, social media handles, or brand-related assets) solely as necessary to execute Services requested by the Customer. All such data is handled in accordance with our Privacy Policy, available at https://shainy.app/privacypolicy.
k. In-Product Cookies.
Whenever Customers or Users interact with the Services, shAiny uses First Party Cookies to collect information to ensure Customers and Users can securely, quickly and reliably use the Services, and shAiny’s In-Product Cookie Policy, accessible at https://shainy.app/privacypolicy, applies. When shAiny collects this information, it only uses this data to (i) provide the Services, or (ii) in aggregate form, and not in a manner that would identify the Customers or Users personally.
3. Intellectual Property Rights
a. Customer Property
shAiny does not claim ownership of your Customer Property. All Customer Property remains yours.
However, shAiny reserves the right—but not the obligation—to remove any Customer Property processed through the Services, at its sole discretion.
By submitting, posting, displaying, providing, or otherwise making any Customer Property available through the Services, you explicitly grant shAiny a worldwide, royalty-free, transferable, sublicensable, perpetual, irrevocable, and non-exclusive license to use, reproduce, modify, publish, list, edit, translate, distribute, syndicate, publicly perform, publicly display, and create derivative works based on such Customer Property—including any name, voice, or likeness contained therein—in whole or in part, in any form or medium, whether currently existing or developed in the future, for the following purposes:
(a) providing, maintaining, and improving the Services,
(b) promoting or redistributing any portion of the Services (including derivative works) across any format or channel.
For the duration of your subscription, you also grant shAiny a non-exclusive, irrevocable license to use your name, trademarks, and logos to identify you as a subscriber to the Services.
In relation to any Customer Property you provide, you confirm, represent, and warrant the following:
You have obtained written consent from every identifiable individual featured in the Customer Property (if any), allowing the use of their name, voice, or likeness as outlined in this Agreement and the Services;
You have secured and are solely responsible for all necessary third-party consents required by law to submit such content;
Your Customer Property—and shAiny’s use of it as permitted under this Agreement—does not violate any law, nor infringe the rights of any third party, including intellectual property rights or rights of privacy;
shAiny’s use of your Customer Property will not require the payment of any union fees, residuals, royalties, or similar obligations under any collective bargaining agreement or otherwise.
shAiny is not responsible for any Customer Property posted, shared, or transmitted by you, other users, or third parties through the Services. You are solely liable for all Customer Property you upload or publish and the consequences of doing so. You agree that shAiny functions solely as a passive conduit for the online distribution of your content.
You understand and accept that you may be exposed to Customer Property that is inaccurate, offensive, unsuitable for minors, or otherwise objectionable—and that shAiny shall not be held liable for any loss, damage, or claims arising from or relating to such content.
b. shAiny Property
All rights, ownership, and interest in the Services, including all software, content, design elements, features, and data generated by or within the Services ("shAiny Property")—along with all associated Intellectual Property Rights—belong solely to shAiny or its licensors (which may include other Users who contribute content to the platform).
Unless expressly authorized in this Agreement, you may not copy, reproduce, modify, publish, upload, transmit, distribute, license, rent, sell, publicly display or perform, adapt, edit, or create derivative works from any part of the shAiny Property. Any usage of shAiny Property outside the scope of this Agreement is strictly prohibited.
For clarity: shAiny Property includes Aggregated Statistics and all information, data, or content derived from shAiny's monitoring of your access to or use of the Services. It does not include your Customer Property.
To support this, you hereby unconditionally and irrevocably assign to shAiny all rights, title, and interest in and to the Aggregated Statistics, including all related Intellectual Property Rights.
c. DMCA Notice
shAiny respects the rights of creators and content owners. In accordance with the Digital Millennium Copyright Act of 1998 ("DMCA"), it is our policy to respond to valid copyright infringement notices.
If you believe your copyrighted work has been copied or made available through the Services in a way that constitutes copyright infringement, you may submit a notice in compliance with the DMCA. To be legally valid under 17 U.S.C. §512(c), your written notice must include the following:
A physical or electronic signature of the person authorized to act on behalf of the copyright owner;
A clear description of the copyrighted work that you believe has been infringed;
A description of the material you believe is infringing, and the location of that material within the Services;
Contact information reasonably sufficient for shAiny to reach you (including your name, address, phone number, and email address);
A good faith statement that the use of the material in the reported manner is not authorized by the copyright owner, their agent, or the law;
A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner.
Please send this information to our DMCA Agent:
DMCA Agent
shAiny, Inc.
2125 Biscayne Blvd, Ste 204 #17575, Miami, FL 33137
Email: support@shainy.online
WARNING: Under U.S. federal law, knowingly misrepresenting that material is infringing may subject you to civil penalties (including damages, court costs, and attorney’s fees) and criminal prosecution for perjury.
This DMCA process is intended only for copyright-related claims. The information above is provided for compliance purposes and does not constitute legal advice. If you are unsure of your rights or obligations, consider consulting an attorney.
In accordance with the DMCA and applicable law, shAiny maintains a policy of terminating, where appropriate, the accounts of users who are found to repeatedly infringe the intellectual property rights of others. We may also, at our sole discretion, restrict or remove access to the Services for any user found to be violating such rights, whether or not they are repeat offenders.
4. Customer Responsibilities
a. Usage Policies
You agree to comply with shAiny’s Usage Policies, available at https://shainy.app/termsandconditions, as well as with all applicable laws, rules, and regulations in connection with your use of the Services.
b. Account Use
You are fully responsible for any and all use of the Services and Documentation accessed under your account, whether directly or through others, and whether authorized by you or not. This includes the actions of any Authorized Users.
Any action or omission by an Authorized User that would violate this Agreement if committed by you will be considered a breach by you. You agree to take reasonable steps to ensure all Authorized Users understand and comply with the relevant terms of this Agreement.
c. Passwords and Access Credentials
You are responsible for maintaining the confidentiality of any passwords or login credentials associated with your account. You may not sell, transfer, or share them with anyone else. If you become aware of any unauthorized access or breach of security, you must notify us immediately.
d. Third-Party Products
The Services may allow access to or integration with third-party tools, websites, software, or services ("Third-Party Products"). Your use of such Third-Party Products is subject to their own terms and conditions, which may be provided through a link or directly within the Services. If you do not accept those terms, you must not use the relevant Third-Party Products.
shAiny does not endorse or assume responsibility for any Third-Party Products. If you access or use such products or share your Customer Property via third-party platforms, you do so entirely at your own risk. This Agreement and shAiny’s Privacy Policy do not apply to your activity on third-party platforms.
You expressly release shAiny from any liability related to your use of Third-Party Products, including any Customer Property made available by other users. Any interaction you have with advertisers on the Services—including purchases, payments, delivery, or warranties—is strictly between you and the advertiser. We are not responsible for any loss or damage arising from those dealings.
5. Fees and Payment
a. Billing Policies
Certain features or services within shAiny may require payment. By choosing to use paid portions of the Services, you agree to our Pricing and Payment Terms, available at shainy.app and shainy.app/studio, which may be updated from time to time. We may introduce new services subject to additional fees or modify pricing for existing offerings at our sole discretion. Any such changes will take effect in the billing cycle following notice to you, as described in this Agreement.
b. No Refunds
You may cancel your Customer Account at any time. However, all payments are non-refundable. If your account or access to the Services is suspended or terminated by us, you acknowledge and agree that you will not receive a refund or credit for any unused subscription time, licenses, data, or content associated with your account.
c. Free Trials
We or our third-party providers may occasionally offer free trial periods for specific services. Unless stated otherwise, your payment method will be charged automatically on the day your trial ends or when you activate a paid subscription—whichever comes first—and then on a recurring basis per your subscription terms, subject to Section 5(d). You will not receive a separate notice that your free trial has ended. To avoid being charged, you must cancel your subscription before 11:59 PM Pacific Time on the last day of the trial. If you cancel during the trial, termination may take effect immediately.
d. Automatic Renewal of Subscription Fees
IF YOU SUBSCRIBE TO A PAID PLAN, YOUR SUBSCRIPTION FEES WILL AUTOMATICALLY RENEW EACH BILLING PERIOD UNLESS YOU CANCEL.
The renewal rate will match the rate presented in your account or on the checkout page. If you wish to cancel, you must do so through your account settings or by written notice to support@shainy.online. Your cancellation will be effective starting the month following the notice.
Until you cancel, you authorize shAiny or its payment provider to charge your stored payment method for the recurring subscription fees and any applicable taxes, without further notice, unless required by law.
e. Risk of Loss
If shAiny ever offers physical goods via the Services, delivery will be handled by independent shipping carriers not affiliated with us. Title and risk of loss for such goods transfer to you upon delivery of the items to the carrier.
f. Payment Information; Taxes
We accept payments via Stripe, which supports various methods including Mastercard, Visa, and American Express. By making any payment, you agree to be bound by Stripe’s terms at https://stripe.com/us/legal
You must provide accurate, current, and complete billing information. You are responsible for all charges incurred through your chosen payment method, and you agree to pay any applicable taxes related to your purchases or financial transactions on the platform.
g. Order Forms for Custom Plans
For any custom services—including but not limited to shAIny Studio or other bundled services involving additional team members or scope of work—shAIny may issue a written or electronic Order Form specifying the services, pricing, and terms. Each Order Form is incorporated into this Agreement by reference.
In case of conflict between an Order Form and these Terms, the Order Form controls only with respect to the specific services, pricing, and delivery timelines described therein. For all other matters, including payments, refunds, content rights, confidentiality, data protection, and liability, these Terms shall prevail.
6. Confidential Information
From time to time, shAiny and the Customer may share non-public, proprietary, or sensitive information with one another ("Confidential Information").
The receiving party agrees not to disclose any Confidential Information to third parties, except to its own employees or contractors who (i) have a legitimate need to access the information in order to fulfill the receiving party’s rights or obligations under this Agreement, and (ii) are bound by confidentiality obligations at least as protective as those set forth here.
Despite the above, either party may disclose Confidential Information:
As required by law or governmental order, provided the disclosing party gives prior written notice to the other party (unless legally prohibited) and makes reasonable efforts to seek a protective order; or
As necessary to establish its legal rights under this Agreement, including in court filings.
Each party’s duty to protect Confidential Information begins from the date of disclosure and continues for five (5) years, unless a longer period is required by law.
However, for any information legally defined as a trade secret, confidentiality obligations will continue as long as the information remains protected as a trade secret under applicable law, even beyond the termination or expiration of this Agreement.
7. Privacy Policy
shAiny delivers its Services in accordance with its Privacy Policy, which forms an integral part of this Agreement. That Privacy Policy may be updated from time to time as described therein. By accessing or using the Services, and by providing information through the platform, you acknowledge that you have read and accepted our Privacy Policy https://shainy.app/privacypolicy and consent to our use of your information in line with the version in effect at the time of use.
shAIny may use Customer Property—including your Input and Output—solely to deliver and support the Services. We do not use your content to train any proprietary AI models, and shAIny does not control how third-party providers process data submitted via their APIs. For more details, please refer to our Privacy Policy.
8. Warranty Disclaimer
The Services are provided “as is” and “as available.” You use them at your own risk.
To the fullest extent permitted by applicable law, shAiny disclaims all warranties of any kind—whether express, implied, statutory, or otherwise—including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
No advice or information, whether oral or written, obtained by you from shAiny or through the Services, shall create any warranty not expressly stated in this Agreement.
Without limiting the above, neither shAiny nor its affiliates, partners, licensors, or contractors make any representations or warranties that:
the content will be accurate, reliable, or complete;
the Services will meet your needs or expectations;
the Services will be available on a continuous, timely, secure, or error-free basis;
any defects will be corrected; or
the Services will be free of viruses or harmful code.
Any content or data you obtain through the Services is downloaded or accessed at your own risk, and you are solely responsible for any damage to your devices, loss of data, or other liabilities that result from such use—unless expressly stated otherwise in this Agreement.
shAiny does not warrant, endorse, or assume responsibility for any third-party product or service advertised or linked through the Services. We are not responsible for any transaction between you and any third-party providers.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations may not apply to you. This Agreement grants you specific legal rights, and you may have additional rights depending on your local laws. The disclaimers and exclusions herein shall apply to the maximum extent permitted by applicable law.
9. Indemnification
You agree to defend, indemnify, and hold harmless shAiny, its affiliates, licensors, agents, managers, and subsidiaries, along with their respective employees, contractors, officers, and directors, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from or related to:
Your or any Authorized User’s use of or access to the Services, including any content or data transmitted or received;
Your or any Authorized User’s violation of any provision of this Agreement, including any breach of the representations and warranties set forth herein;
Your or any Authorized User’s violation of any third-party right, including but not limited to privacy rights or intellectual property rights;
Your or any Authorized User’s violation of any applicable law, regulation, or rule;
Any Customer Property or other content submitted through your account or that of an Authorized User, including any misleading, false, or inaccurate information;
Any willful misconduct by you or your Authorized Users;
Any third party’s access to the Services using your or your Authorized Users’ credentials, whether with or without your permission.
This indemnification obligation will survive the termination or expiration of this Agreement and your use of the Services.
10. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL shAiny BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY — INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — FOR ANY OF THE FOLLOWING:
(a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES;
(b) LOSS OF BUSINESS, REVENUE, PROFITS, OR DIMINISHED VALUE;
(c) LOSS OF GOODWILL OR DAMAGE TO REPUTATION;
(d) LOSS OR CORRUPTION OF DATA, BREACH OF SYSTEM SECURITY, OR ANY INTERRUPTION, DELAY OR FAILURE TO ACCESS THE SERVICES;
(e) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES —
— IN EACH CASE REGARDLESS OF WHETHER shAiny WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY WERE OTHERWISE FORESEEABLE.
shAiny SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY DAMAGES RESULTING FROM UNAUTHORIZED ACCESS, HACKING, OR TAMPERING WITH THE SERVICES, YOUR ACCOUNT, OR ANY DATA THEREIN.
TO THE EXTENT PERMITTED BY LAW, shAiny ASSUMES NO LIABILITY FOR:
ERRORS OR OMISSIONS IN CONTENT;
PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM YOUR USE OF THE SERVICES;
UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND PERSONAL DATA STORED THEREIN;
INTERRUPTION OF SERVICE TRANSMISSIONS;
MALICIOUS CODE (INCLUDING VIRUSES, WORMS, OR TROJAN HORSES) TRANSMITTED BY THIRD PARTIES;
CONTENT ERRORS OR DAMAGES ARISING FROM USER-GENERATED CONTENT;
ANY OFFENSIVE, ILLEGAL, OR DEFAMATORY BEHAVIOR OF ANY THIRD PARTY.
IN NO EVENT SHALL shAiny, ITS AFFILIATES, EMPLOYEES, LICENSORS, OR SUPPLIERS BE LIABLE FOR AN AGGREGATE AMOUNT THAT EXCEEDS THE GREATER OF:
(a) TOTAL AMOUNTS PAID TO shAiny UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS; OR
(b) FIFTY U.S. DOLLARS ($50.00).
THIS LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES, IN WHICH CASE THESE LIMITATIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU CERTAIN LEGAL RIGHTS, AND YOU MAY HAVE ADDITIONAL RIGHTS THAT VARY BY JURISDICTION.
11. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
a. Governing Law. You agree that:
(i) the Services shall be deemed solely based in the State of Florida; and
(ii) the Services shall be deemed a passive service that does not give rise to personal jurisdiction over shAIny, either specific or general, in jurisdictions other than Florida.
This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule (whether of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Florida.
The parties further acknowledge and agree that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the foregoing with respect to applicable state law, the interpretation and enforcement of the Arbitration Agreement in Section 11(b) shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) (“FAA”), which shall preempt all state laws to the fullest extent permitted by law.
If the FAA is found not to apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be governed by the laws of the state in which you reside at the time the dispute arose.
The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
You further agree to submit to the exclusive personal jurisdiction and venue of the state and federal courts located inFlorida for any actions in which shAIny retains the right to seek injunctive or other equitable relief to prevent actual or threatened infringement, misappropriation, or violation of shAIny’s copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights — including any provisional relief necessary to prevent irreparable harm.
You agree that Florida shall also be the exclusive forum for any appeals from an arbitration decision or for any proceedings in the event the arbitration agreement below is determined to be unenforceable.
b. Arbitration
Read this Section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from shAIny.
This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and shAIny that arises out of or relates to, directly or indirectly:
(a) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof;
(b) access to or use of the Services, including receipt of any advertising or marketing communications;
(c) any transactions through, by, or using the Services; or
(d) any other aspect of your relationship or transactions with shAIny, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”).
The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this Agreement.
If you are a new shAIny user, you can reject and opt out of this Arbitration Agreement within 30 days of accepting this Agreement by emailing shAIny at support@shainy.online with your first and last name and stating your intent to opt out of the Arbitration Agreement.
Note that opting out of this Arbitration Agreement does not affect any other part of this Agreement, including the provisions regarding controlling law or in which courts any disputes must be brought.
For any Claim, you agree to first contact us at support@shainy.online and attempt to resolve the dispute with us informally.
In the unlikely event that shAIny has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available.
The arbitration will be conducted exclusively in the State of Florida, unless you and shAIny agree otherwise in writing.
If you are using the Services for commercial purposes, each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses.
If you are an individual using the Services for non-commercial purposes:
(i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA;
(ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses;
Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
You and shAIny agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement, or any provision of the Agreement, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
Nothing in this Section shall be deemed as:
preventing shAIny from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights; or
preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed.
Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement.
Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
c. Class Action / Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING.
THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.
YOU AND SHAINY AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER SHAINY USERS.
YOU AND SHAINY FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SHAINY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.
12. Miscellaneous
a. Entire Agreement / Severability.
This Agreement, together with any amendments and any additional agreements you may enter into with shAIny in connection with the Services, constitutes the entire agreement between you and shAIny concerning the Services. Except as otherwise stated in Section 11(b), if any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect.
b. Modifications.
You acknowledge and agree that shAIny may modify this Agreement at its sole discretion from time to time. Material changes will be communicated via email or within the Services. Continued use of the Services following notice of changes constitutes acceptance of those changes. shAIny will provide at least 30 days’ advance notice of any material reduction in the quality or scope of the Services.
c. Export Regulation.
The Services may include software or technology subject to U.S. export control laws. You agree not to export, re-export, or release the Services to any jurisdiction or person prohibited by law. You are responsible for complying with all applicable export laws and regulations.
d. No Waiver.
No waiver of any term shall be deemed a continuing waiver of that term or any other. Failure by shAIny to assert any right shall not constitute a waiver of such right.
e. Notices.
Unless stated otherwise, all notices to shAIny must be sent to:
2125 Biscayne Blvd, Ste 204 #17575, Miami, FL 33137,
by certified mail or courier, and are deemed delivered upon receipt.
shAIny may send legal or business notices via email to the address you provide or post them on our website. You consent to electronic communications, which satisfy any legal communication requirements. A copy of legal notices must also be sent to support@shainy.online.
f. Assignment.
You may not assign or transfer this Agreement without prior written consent from shAIny. Any attempt to do so is void. shAIny may freely assign this Agreement or delegate its obligations without restriction.
Usage Policies
Effective June 1, 2025
This Usage Policy is incorporated by reference into the Terms of Service between you and shAIny and governs the permitted use of our Services.
A. Platform Guidelines
shAIny’s Services are powered by generative artificial intelligence. Due to the evolving nature of this technology, the Services may at times generate inaccurate or misleading information about people, places, or events. By using the Services, you acknowledge—on behalf of yourself and your Users—that any factual information generated through the Services should be independently reviewed before relying on it. Any reliance on such Output is solely at your own risk.
User access credentials (including login details and authentication tokens) are intended for use by a single designated individual only and must not be shared. You agree to provide accurate, current, and complete account and user information, and to keep all credentials secure and confidential.
If your account includes access to multiple Users, you are fully responsible for managing access permissions, controlling visibility of Customer Property (as defined in the Terms of Service), and monitoring all activity occurring under your account. You are also responsible for any actions taken by Users you authorize. Unauthorized use of credentials, including credential sharing or engagement in any illegal activity through the Services, may result in immediate suspension or permanent termination of your account without prior notice.
You and your Users agree to comply with:
Our Acceptable Use Policy (see Section B); and
Our Fair Use Policy (see Section C).
Unless explicitly permitted in writing (e.g., in our Documentation or an Order Form), you agree not to, and will ensure that your Users do not:
(i) sell, resell, rent, lease, or otherwise distribute any portion of the Services;
(ii) use the Services other than in accordance with the Documentation;
(iii) attempt to gain unauthorized access to the Services or to shAiny’s or its third party suppliers’ related systems or networks;
(iv) access any portion of the Services for the purpose of building a similar or competitive product or service, or monitor the Services for any benchmarking or competitive purpose;
(v) introduce, disseminate, or otherwise enable any viruses, Trojan horses, spyware, worms, malware, spam, or malicious code using the Services;
(vi) copy, modify, translate, or create a derivative work of any shAiny Property;
(vii) reverse assemble or otherwise attempt to discover the source code or underlying components of models, algorithms, or systems included in the shAinyProperty (except to the extent such restrictions are contrary to applicable law);
(viii) submit any sensitive Personal Data (including but not limited to government issued identification numbers, financial account information, payment card information, and personal health information) to the Services; or
(ix) alter, remove or violate any copyright or other intellectual property notice appearing in connection with the Services.
Customer agrees to use the Services in a way that does not infringe upon the copyrights, trademarks, trade secrets, publicity rights, or other intellectual property rights of any third party.
shAIny takes intellectual property concerns seriously and will process and investigate all properly submitted notices of alleged infringement relating to content generated or submitted through a Customer’s account. Upon review and where appropriate, shAIny will respond in accordance with applicable laws, including the Digital Millennium Copyright Act (DMCA) and other relevant intellectual property statutes.
shAIny reserves the right to monitor usage of the Services for security, quality control, and operational purposes. We may make modifications to the features or functionality of the Services at any time during your Subscription Term.
We may immediately suspend or throttle access to the Services if:
(i) we reasonably believe that you or a User has breached this Agreement;
(ii) you or a User has violated the Fair Use Policy or Acceptable Use Policy; or
(iii) we suspect that an unauthorized third party has gained access to the Services using Customer credentials.
shAIny shall not be liable for any such suspension or throttling, provided we use commercially reasonable efforts to notify you in advance where possible.
Except for legal notices concerning termination, material breach, force majeure, or indemnification, shAIny may provide business and product-related communications (including product updates, policy changes, security notices, or service status updates) via email, in-app banners, or other reasonable electronic means. You agree that we may rely on any information or instructions submitted by your authorized Users.
You are solely responsible for obtaining and maintaining any rights, licenses, or credentials needed to use third-party products in conjunction with the Services. shAIny provides no warranties, guarantees, or indemnities for any such third-party products. To the extent Service functionality depends on such third-party tools, our sole responsibility will be to make commercially reasonable efforts to maintain compatibility. Such third-party providers are not deemed service providers of shAIny under this Agreement.
B. Acceptable Use Policy
This Acceptable Use Policy (“Policy” or “AUP”) governs your use of the shAIny platform and Services and is a legally binding part of your agreement with us.
We may update this AUP from time to time, and will use commercially reasonable efforts to notify you of material changes. Continued use of the Services constitutes acceptance of the current version of the Policy.
All capitalized terms used in this Policy that are not otherwise defined shall have the meanings assigned to them in the applicable Terms of Service or Agreement between you (“Customer”) and shAIny.
In case of any conflict between this Policy and the Terms of Service, this Policy shall control with respect to matters governed herein.
Prohibited Uses:
Customer shall not transmit any Input to the Services or use any Output (collectively, “Content”) that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene, or otherwise objectionable.
Examples of prohibited Content include, but are not limited to:
Content that is unlawful or promotes unlawful activity
Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other protected characteristics
Spam, machine- or randomly-generated messages, unsolicited advertising, chain letters, lottery schemes, or other forms of unauthorized solicitation
Content infringing on any proprietary rights of any party, including patents, trademarks, trade secrets, copyrights, rights of publicity, or other rights
Content impersonating any person or entity (including shAIny or its team)
Content violating the privacy or personal data of any third party
False or misleading content
Content of a sexual, religious, or political nature that is inappropriate for the context
Content involving Child Sexual Abuse Material (CSAM) or any exploitation or harm to children
Content that is hateful, harassing, or incites violence
Malware or malicious code
Fraudulent or deceptive content
Customers may not use the Services to:
Provide legal, medical/health, or financial advice without oversight by a qualified professional and a clear disclosure of AI assistance and its limitations
Make high-stakes automated decisions in areas affecting individual safety, rights, or well-being (e.g., law enforcement, immigration, critical infrastructure, essential services, employment, education, credit, housing, social scoring, or insurance)
Facilitate gambling with real money or offer payday lending services
Engage in political campaigning or lobbying, including generation of campaign materials tailored to specific demographics
Deter participation in democratic processes (e.g., misrepresenting voting requirements or timelines)
Intentionally deceive or mislead others by:
Generating or spreading disinformation or fake engagement (e.g., fake reviews, comments)
Impersonating other individuals or organizations without consent
Enabling or encouraging academic dishonesty
Failing to make it clear that a system (e.g., chatbot) is AI-generated, unless it is obvious from context
Build tools that are inappropriate for minors, including:
Sexually explicit or suggestive content (except when clearly used for scientific or educational purposes)
Additional Requirements
Content creators who publish first-party content (e.g., books, blog posts, short stories) developed partially with the help of the Services may do so under the following conditions:
The published content must be attributed to your personal or business name.
The role of artificial intelligence in the creation process must be clearly disclosed in a manner that a reasonable reader would not miss and would easily understand.
Users may not present the content as being wholly created by a human or entirely by an AI. A human must ultimately assume full responsibility for any published content.
Enforcement
shAIny reserves the right to suspend or terminate your access to the Services, with or without prior notice, for any violation of this Usage Policy or any other applicable terms.
Determination of a violation shall be made at shAIny’s sole discretion. Violations by you or any party using your account may result in immediate termination of access, deletion of data, and possible permanent restriction from future use. In the event of a violation, shAIny may log identifying information to investigate and restrict offending users. Additional remedies, including civil or criminal liability, may apply.
Reporting Violations
To report a violation of this Usage Policy, please contact us at:
support@shainy.online
C. Fair Use PolicyD. API Service Terms
shAIny strives to ensure fair access to the Services for all Users while maintaining consistent service quality.
Due to varying resource demands across different features, we establish operational thresholds ("Fair Use Parameters") at our sole discretion to preserve stability, reliability, and uniformity. These thresholds are typically not exceeded by over 95% of Users.
Exceeding these Parameters may result in one or more of the following, with or without prior warning:
(i) throttling or temporary limitation of service access;
(ii) additional usage-based charges as defined in your Order Form (if applicable).
This policy is incorporated by reference into the shAIny Terms of Service and constitutes part of the official Documentation. Updates to Parameters may occur from time to time. Failure to comply with this Fair Use Policy may result in warning, temporary lockout, or permanent suspension of your account, at shAIny’s sole discretion.
For questions or clarification, please contact support@shainy.online.
D. API Service Terms
These API Service Terms apply to the extent Customer has purchased access to the shAiny API under an applicable Order Form.
Customer’s license to the API is limited to the right to access and use the API solely for the purposes of internally developing applications that will communicate and interoperate with the Services.
Customer shall use the APIs in accordance with the Documentation and will promptly correct any usage of APIs that does not comply with the Documentation.
Customer shall not use the APIs to replicate or attempt to replace the user experience of the Services. API Keys must be restricted to use by authorized personnel of Customer who have a need to use it for purposes of integrating the Services with other web applications.
Customer is solely responsible for maintaining the security of all API Keys and for all activities that occur using any API Key issued to Customer and must promptly notify shAiny of any unauthorized use.
The API Keys are the property of shAiny and may be revoked by shAiny in connection with any permitted suspension of Customer’s right to use an API.