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Terms of Service (“Terms”)

Last updated: July 22, 2025

Please read these Terms of Service (“Terms,” “Terms of Service”) carefully before using the Asha.ai, including any content, functionality, and services offered through Asha.ai (together, or individually, the “Service”) operated by Asha.ai (“Asha,” “us,” “we,” or “our”).

By accessing or using the Service you (a) acknowledge that you have read and understand these terms; (b) represent that you are 18 years of age or older; and (c) agree to be bound by these Terms and our Privacy Policy. If you disagree with any part of the Terms or the Privacy Policy, then you do not have permission to access or use the Service.

NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH ASHA. Your access and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors and users who wish to access or use the Service.

Overview of Services

Asha provides an AI-powered platform that enables users to create and engage in conversations with simulated personas including, but not limited to, historical figures, contemporary public figures, fictional characters, or custom personal AI agents such as friends, relatives, or mentors. These interactions are generated using large language models and may include personalized memory databases uploaded by users.

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND FOR ENTERTAINMENT PURPOSES ONLY. YOU MUST EXERCISE CAUTION AND JUDGMENT SHOULD YOU PARTICIPATE IN THE SERVICE.

AI-GENERATED RESPONSES ARE CREATED BY MACHINE LEARNING ALGORITHMS AND MAY NOT ALWAYS BE ACCURATE, APPROPRIATE, OR REFLECTIVE OF REAL INDIVIDUALS.

AI-GENERATED RESPONSES ARE NOT INTENDED TO BE AND MUST NOT BE TAKEN TO BE PROFESSIONAL OR FINANCIAL ADVICE, LEGAL ADVICE, THE PRACTICE OF MEDICINE, OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING CARE INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE.

YOU ARE SOLELY RESPONSIBLE FOR ANY ACTIONS TAKEN BASED ON ANY AI-GENERATED RESPONSES. ASHA IS NOT RESPONSIBLE FOR ANY MENTAL HARM OR POTENTIAL MENTAL HARM FROM ANY OUTPUT GENERATED BY ANY AI MODEL IN RESPONSE TO YOUR PROMPTS.

Account Creation

When you create an account with us, you guarantee that you are at least 18 years old and the information you provide us is accurate, complete, and current at all times.

Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service. All information you provide to us is governed by our Privacy Policy and you consent to all actions we take with respect to your information with our Privacy Policy.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your mobile device and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

We reserve the right to refuse service, terminate accounts, or remove or edit content in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time for any period.

Fees and Payments

Should you subscribe to our Premium or Business Services, you represent and warrant that you have the right to use any credit card or other means of payment that you provide to us. All billing information you provide to us must be truthful and accurate. Providing any untruthful or inaccurate information is a breach of this Agreement and may result in termination of your ability to use the Service. If determined to be necessary by Asha, Asha may also: (a) request additional information from you prior to accepting an order, (b) verify information prior to processing any order, or (c) refuse or cancel a subscription for any reason including inaccuracies, or errors in services or pricing information, or problems identified by us related to credit or fraud. Asha may also request a pre-authorization for some subscriptions in the event Asha determines it necessary to confirm the card details are still valid and that you have sufficient funds to complete the transaction. Such pre-authorized amount should not be billed to you but may be subject to your card issuer holding this amount for a short period. Your card issuer determines the length of time the pre-authorization is held.

Taxes

Users are responsible for all applicable taxes. If Asha is required under tax laws or regulations to report sales-related information you agree to provide such information to Asha. If required in the applicable jurisdictions, Asha reserves the right to collect any taxes from the User and pay such taxes to the relevant tax authority.

User Content

You retain ownership of any user-submitted content, including uploaded memory databases used to generate custom AI personas (collectively, “Content”). You are responsible for the Content that you submit on or through the Service, including its legality, reliability, and appropriateness.

By submitting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting or sharing of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, intellectual property rights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing any third-party rights.

You retain any and all of your rights to any Content you submit, share, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third-party posts on or through the Service. However, by submitting Content using the Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service or on third party platforms. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.

User Code of Conduct

You are solely responsible for and assume all liability for any information and Content you provide or otherwise make available on the Service.

In connection with using or accessing our Service you will not:

  • Submit or upload Content that you do not own or have permission to use (You’re responsible for your prompts, uploaded data, images, names, or trademarks don’t violate any third-party IP rights or privacy rights);
  • Create or attempt to create false or misleading information or “deepfakes” of any person, especially celebrities or political figures;
  • Use our Service for the purpose of exploiting, harming, attempting to exploit or harm any other individuals in any way, exposing them to inappropriate content (e.g., harassing or hate speech or illegal activities), asking for personally identifiable information, or otherwise;
  • Create, post, transmit, or share false, inaccurate, misleading, deceptive, defamatory, or libelous content;
  • Use our Service in a way that infringes, misappropriates or violates anyone’s personal or IP rights;
  • Submit any Content that is:
    • Abusive, harassing, threatening, bullying, or violent;
    • Glorifies or promotes self harm, including suicide, self-injury, or eating disorders;
    • Promotes any criminal activity, terrorism, violent extremism;
    • Seeks to buy or sell any alcohol, tobacco, drugs (prescription or illegal), medical devices, controlled substances, weapons, firearms and associated components, fireworks, or explosives;
    • Offers, solicits, or facilitates prostitution and/or sex trafficking;
    • Exploits or endangers minors or constitutes child pornography;
    • Anyone’s personal, identifying, confidential or proprietary information;
    • False, misleading, deceptive, or fraudulent content;
  • Post, list, or upload content that is inappropriate as solely determined by Asha;
  • Use our Service if you are under 18 years old, or are temporarily or indefinitely suspended from using our Service;
  • Set up or establish an account for another user or transfer your account to another user;
  • To impersonate or attempt to impersonate Asha, an Asha employee, another user, or any other person or entity;
  • Breach or circumvent any laws, regulations, third-party rights or our systems, Service, policies, or determinations of your account status;
  • Distribute or post spam, unsolicited or bulk electronic communications, unsolicited or unauthorized advertising, promotional materials, chain letters, pyramid schemes, contests, sweepstakes, or any other form of solicitation;
  • Distribute viruses or any other technologies that may harm the interests or property of users;
  • Harvest or otherwise collect information about any users without their consent or the consent of Asha;
  • Circumvent or attempt to circumvent any technical measures used to provide our Service; or
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm other users of the Service.

If we believe you are abusing our Service in any way, listed on any federal or state law enforcement watch list or, in violation of any applicable law, rules, terms and conditions, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your account and access to our Service, delay or removed hosted content, remove, not display, and/or take technical and/or legal steps to prevent you from using our Service. We may also take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.

We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Service to anyone for any reason at our discretion.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Service. YOU WAIVE AND HOLD HARMLESS ASHA AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

While we are not obligated to review all profiles, monitor or moderate any AI prompts or AI-generated responses on the Service, we reserve the right to do so and take any actions (like modifying or removing content or disabling access to any part of the Service at any time) if we determine that there is any objectionable conduct or content, or violations of these Terms. We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user. We have no liability or responsibility to anyone for the performance or nonperformance of the activities described in this section.

Collection and Use of Information

You acknowledge that when you download, install, or use the Service, we may use automatic means to collect information about your device and about your use of the Service.

All information we collect through or in connection with this Service is subject to our Privacy Policy. By using, and providing information to or through this Service, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy. You acknowledge and agree that your personal information, resume (if applicable), and other information that you share or submit to the Service (“Content”) may be shared or publicly display on public areas of the Service or used to promote you, the job seeker. You acknowledge and agree that we may share your Content with potential employers with your consent. Additionally, you Acknowledge and agree that your Content may be used in marketing, advertising or promotional activities for Asha; or (3) any other lawful purposes that Asha may choose in its sole discretion. Your Content is posted through our Service and transmitted to others at your own risk. We cannot control the actions of other users of the Service with whom you may choose to share your Content. Therefore, we cannot and do not guarantee that your Content will not be viewed by unauthorized people.

Release

In the event your Content is used by Asha for its marketing and promotional activities, you authorize Asha, Asha’s agents, successors, assigns, licensees, and designees to use your name, likeness, image, voice, testimony, and any test results to perform, distribute, edit, and create derivative works of the Content as Asha may desire, and incorporate such Content into its marketing and public relations materials or for any other lawful purpose.

You agree that you will make no monetary or other claim against Asha or any of their licensees for the use of, or otherwise in relation to, your Content. You waive the right of prior approval for the use of your Content. You hereby release Asha, and their respective assigns, licensees, and successors from all claims that may arise regarding the use of your Content including, but not limited to, any claims of defamation, invasion of privacy, or infringement of moral rights, rights of publicity, or copyright.

Indemnification

You agree to defend, indemnify and hold harmless Asha, its licensee and licensors, and their employees, contractors, agents, affiliates, successors, assigns, and officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use or misuse and access of the Service, by you or any person using your account and password, b) a breach of these Terms, c) Content posted or made available on the Service, or d) input of any personal or confidential information on the Service.

Communications

By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials, career event invitations, and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

Intellectual Property

The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Asha and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Asha.

Feedback

All comments, feedback, and suggestions (collectively, “Feedback”) submitted to Asha through, in association with or in regard to the Service shall be considered non-confidential and Asha’s property. By providing such Feedback to Asha, you agree to assign to Asha, as consideration in exchange for the use of the Service, all worldwide rights, title and interest in copyrights and other intellectual property rights to the Feedback. You represent that you have the right to grant Asha these rights. Asha shall be free to use and/or disseminate such Feedback on an unrestricted basis for any purpose. You acknowledge that you are responsible for the Feedback that you provide, and that you, not Asha, have full responsibility for the Feedback, including their legality, reliability, appropriateness, originality and copyright.

Digital Millennium Copyright Act (DMCA) Notice and Policy

Notifications

We respect the intellectual property rights of others. If you believe that any material available on or through the Service infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney. If you believe that any material available on or through the Service infringes upon any copyright you own or control, please immediately notify our designated copyright agent at:

parlayo.ai Inc. dba Asha.ai

Attn: Copyright Agent

9595 Wilshire Blvd. Ste. 310

Beverly Hills, CA 80212

Email: info@asha.ai

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by the Notification, a representative list of such works on the Site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter Notification

If you believe your own copyrighted material has been removed from the Site as a result of a mistake or misidentification, you may submit a written counter notification to us using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party’s agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.

Children

Asha does not accept any user who is under the age of 18 (“Child”). You are ineligible to use this Service if you are under the age of 18. If you are under the age of 18, you must have a parent or legal guardian set up your account and have them agree to these terms. If you are under the age of 18, your parent or legal guardian’s consent to these terms is ongoing and they hereby warrant that they will review these terms for changes, and if any occur, that they will be amenable thereto until you reach age 18, at which point you hereby give your consent to these terms. Furthermore, to the extent any user under the age of 18 makes a submission of any materials heretofore, their parent or legal guardian hereby grants Asha all rights to utilize the copyright and name, image, or likeness embodied therein as further enumerated in these Terms.

Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using the Service or contact us via email at info@asha.ai.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Limitation Of Liability

IN NO EVENT SHALL ASHA NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (II) ANY CONDUCT OR CONTENT OF ANY EMPLOYERS OR USERS ON THE SERVICE; (III) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; AND (IV) ANY CONTENT OR RESPONSES GENERATED FROM AI MODELS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Disclaimer

Asha, its subsidiaries, affiliates, and its licensors do not warrant that (a) the Service will function uninterrupted, secure or available at any time or location; (b) any errors or defects will be corrected; (c) the Service is free of viruses or other harmful components; or (d) the results of using the Service will meet your requirements.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL DUE TO YOUR USE OF ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE.

YOUR USE OF THE SERVICE AND ITS CONTENT IS AT YOUR OWN RISK. THE SERVICE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ASHA NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE.

TO THE FULLEST EXTENT PROVIDED BY LAW, ASHA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.

Governing Law

These Terms shall be governed and construed in accordance with the laws of California without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding the Service.

Arbitration

You agree that any dispute, claim or controversy arising out of or relating to this Terms of Service or the Privacy Policy breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California before one arbitrator. The arbitration shall be administered by the American Arbitration Association the (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms), unless otherwise required by law.

Any arbitration under these Terms will take place on an individual basis — class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Asha are each waiving the right to trial by jury or to participate in a class action or class arbitration. Class arbitrations, class actions, private attorney general actions, consolidation of your dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.

Geographic Restrictions

The Content and Service are based in the state of California in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Service outside of the United States and that access thereto may not be legal by certain persons or in certain countries. You may not use or access the Service if you are located outside the United States.

Waiver and Severability

No waiver by Asha of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Asha to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Changes

We reserve the right to modify or discontinue the Service (or any part thereof) at any time without notice.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. All changes are effective immediately when we post them and apply to all access to and use of the Service thereafter. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Contact Us

If you have any questions about these Terms, please contact us via email at info@asha.ai.