Terms & Conditions

THIS TERMS OF USE AGREEMENT (the "Agreement") constitutes a legally binding agreement by and between JD ALCHEMY, operated by Digicon Holdings PTE. LTD., with its principal office located at 111 SOMERSET ROAD, #06-01D, SINGAPORE 238164 ("JDA") and the client, whether personally or on behalf of an entity ("Client"), with regard to access and use of JDA's websites, including https://www.jdalchemy.com/brandbeam, https://jdalchemy.com, and https://fundraisingflywheel.io (collectively, the "Websites") and any other media form, channel, mobile website or mobile application related, linked or otherwise connected thereto (the "Services"). Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the express prohibition of the Client's use of the Websites and Services, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and JDA shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay JDA for services rendered shall remain and continue to be an ongoing obligation owed by Client to JDA.

1. Intellectual Property Rights

All assets created by JDA for the Client during the course of our services, including but not limited to AI Avatars, voice recordings, video reels, images, scripts, and any other digital content (collectively referred to as "Created Assets"), are subject to the following intellectual property terms: Upon full payment for our services, the Client shall own all rights, title, and interest in and to the Created Assets, including all associated intellectual property rights. The Client grants JDA an exclusive, worldwide, royalty-free license to use, reproduce, distribute, and display the Created Assets solely for the purposes of (a) providing and improving our services, (b) marketing and promotional activities (subject to any confidentiality agreements), and (c) internal analysis and development of our AI systems. Any third-party content incorporated into the Created Assets may be subject to separate licensing terms, which the Client is responsible for complying with. The Client acknowledges that the AI algorithms, software, and processes used to create the Assets remain the exclusive property of JDA, and the Client receives no right or license to use, modify, or distribute this proprietary technology.

2. Use and Limitations of Created Assets

The Client has the right to use, modify, distribute, and monetize the Created Assets in any manner they see fit, subject to the limitations outlined in this agreement. The Client agrees not to use the Created Assets in any way that: a) Infringes upon the rights of third parties, b) Is illegal, defamatory, or fraudulent, c) Misrepresents the capabilities or nature of AI-generated content, or d) Violates the terms of service of platforms where the content is distributed. The Client is solely responsible for how the Created Assets are used and distributed, and JDA bears no liability for any consequences arising from the Client's use of the Created Assets. While the Client has the right to modify the Created Assets, JDA is not responsible for the quality, effectiveness, or legality of any Client-modified versions. Unless otherwise agreed in writing, the Client is not required to provide attribution to JDA for the Created Assets; however, the Client may not claim that they personally created the AI components of the Assets. JDA may retain copies of the Created Assets for a reasonable period for backup, demonstration (subject to confidentiality agreements), and service improvement purposes, while the Client is responsible for maintaining their own archives of the Created Assets.

3. Third-Party Content

In the event that any Project incorporates third-party content that requires a commercial license for Client to legally reproduce, distribute, or publicly display the Project ("Third-Party Content"), JDA will inform Client in writing that one or more Third-Party Content items have been incorporated into the Project and that Client will need to purchase one or more licenses for the Third-Party Content from the rights-holder(s) in order to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for Client to identify which licenses are required and who to contact in order to purchase said licenses. Client assumes all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Content incorporated into a Project.

4. User Representations

By using JDA's services, Client represents and warrants that: Client has the legal capacity and authority to enter into this agreement and use our services; all information provided to JDA for the creation of AI avatars, content generation, and distribution is accurate, up-to-date, and owned by or licensed to the Client; Client's use of JDA's services will comply with all applicable local, state, national, and international laws and regulations; Client has all necessary rights, licenses, and permissions to use any content, images, or other materials provided to JDA for incorporation into the Created Assets; Client is not a minor in their jurisdiction of residence (if Client represents an organization, they have the authority to bind that organization to these Terms); Client is responsible for maintaining the confidentiality of their account information and password; and Client will not use JDA's services for any illegal, unauthorized, or prohibited activities as outlined in Section 6 of these Terms.

5. Client Responsibilities and Inactivity

The Client acknowledges that timely cooperation and active participation are essential to the successful delivery of services. This includes but is not limited to completing onboarding steps, providing required information or materials, reviewing and approving deliverables, and responding to communications from JDA in a timely manner. If the Client is unresponsive or fails to fulfill required actions for an accumulated total of 30 days or more from the onboarding start date, whether continuous or intermittent, JDA reserves the right to deem the project as inactive (Client Inactivity) or abandoned (Client Abandonment). In such cases, the project may be archived or closed without refund.

6. Prohibited Activities

Client agrees not to engage in any of the following prohibited activities: Using JDA's services in any way that violates applicable laws or regulations; creating AI avatars or content that impersonates real individuals without their explicit consent, or using the service to engage in fraudulent activities; uploading, transmitting, or distributing any content that infringes upon the intellectual property rights of others; creating or distributing harmful content; attempting to interfere with or compromise the system integrity or security of JDA; unauthorized access to JDA's services; data mining or scraping; uploading or transmitting malicious code; reverse engineering; using the services for competitive purposes; reselling the services without permission; misrepresenting the nature, quality, or capabilities of the AI-generated content or avatars; violating platform terms of service; and using unauthorized automation to access JDA's services.

7. Information Collection and Use

We collect several different types of information for various purposes to provide and improve our Services to you.

Types of Data Collected

• Personal Data: While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you ("Personal Data"). Personally identifiable information may include, but is not limited to: (a) Email address (b) Usage Data
• Usage Data: We may also collect information that your browser sends whenever you visit our Service or when you access Service by or through a mobile device ("Usage Data"). This Usage Data may include information such as your computer's Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
• Other Data: While using our Service, we may also collect the following information: sex, age, date of birth, place of birth, passport details, citizenship, registration at place of residence and actual address, telephone number (work, mobile), details of documents on education, qualification, professional training, employment agreements, non-disclosure agreements, information on bonuses and compensation, information on marital status, family members, social security (or other taxpayer identification) number, office location and other data.

Use of Data

JDA uses the collected data for various purposes:

• to provide and maintain our Services;
• to notify you about changes to our Services;
• to allow you to participate in interactive features of our Services when you choose to do so;
• to provide customer support;
• to gather analysis or valuable information so that we can improve our Services;
• to monitor the usage of our Services;
• to detect, prevent and address technical issues;
• to fulfill any other purpose for which you provide it;
• to carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection;
• to provide you with notices about your account and/or subscription, including expiration and renewal notices, email-instructions, etc.;
• to provide you with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless you have opted not to receive such information;
• in any other way we may describe when you provide the information;
• for any other purpose with your consent.

8. Retention and Disclosure of Data

We will retain your Personal Data only for as long as is necessary for the purposes set out in this document. We will retain and use your Personal Data to the extent necessary to comply with our legal obligations, resolve disputes, and enforce our legal agreements and policies. We may disclose personal information that we collect, or you provide: (a) Disclosure for Law Enforcement: Under certain circumstances, we may be required to disclose your Personal Data if required to do so by law or in response to valid requests by public authorities. (b) Business Transaction: If we or our subsidiaries are involved in a merger, acquisition or asset sale, your Personal Data may be transferred. (c) Other cases: We may disclose your information also: (i) to our subsidiaries and affiliates; (ii) to contractors, service providers, and other third parties we use to support our business; (iii) to fulfill the purpose for which you provide it; (iv) for any other purpose disclosed by us when you provide the information.

9. Security of Data

The security of your data is important to us but remember that no method of transmission over the Internet or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security.

10. Your Data Protection Rights Under General Data Protection Regulation (GDPR)

If you are a resident of the European Union (EU) and European Economic Area (EEA), you have certain data protection rights, covered by GDPR. We aim to take reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Data. If you wish to be informed what Personal Data we hold about you and if you want it to be removed from our systems, please email us at info@fundraisingflywheel.io. In certain circumstances, you have the following data protection rights: (a) the right to access, update or to delete the information we have on you; (b) the right of rectification. You have the right to have your information rectified if that information is inaccurate or incomplete; (c) the right to object. You have the right to object to our processing of your Personal Data; (d) the right of restriction. You have the right to request that we restrict the processing of your personal information; (e) the right to data portability. You have the right to be provided with a copy of your Personal Data in a structured, machine-readable and commonly used format; (f) the right to withdraw consent. You also have the right to withdraw your consent at any time where we rely on your consent to process your personal information. Please note that we may ask you to verify your identity before responding to such requests. You have the right to complain to a Data Protection Authority about our collection and use of your Personal Data. For more information, please contact your local data protection authority in the European Economic Area (EEA).

11. Service Providers and Analytics

We may employ third party companies and individuals to facilitate our Services ("Service Providers"), provide Service on our behalf, perform Service-related services or assist us in analysing how our Service is used. These third parties have access to your Personal Data only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose. We may use third-party Service Providers to monitor and analyze the use of our Websites, including https://jdalchemy.com, https://fundraisingflywheel.io, and https://www.jdalchemy.com/brandbeam.

12. Client Feedback

Client acknowledges and agrees that any questions, comments, suggestions, or other feedback or submission (each a "Submission") shall be the sole property of JDA and JDA is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. JDA shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to Client under Section 1 ("Intellectual Property Rights"), and shall at its sole and unrestricted discretion use and disseminate a Submission for any lawful purpose without permission, acknowledgment or compensation of or to the Client. This may include, but is not limited to, using Submissions to improve our AI models, content creation processes, or service offerings. Client agrees that it has the right to articulate and put forth the Submission and Client hereby waives all claims and recourse against JDA for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.

13. Management and Oversight

JDA reserves the right to monitor the use of its services for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute or regulation. JDA further reserves the right to restrict or deny access to its services or disable the Client's use of the services. Such decision shall be in the sole discretion of JDA, without notice or liability to Client. This includes, but is not limited to, the right to remove or modify AI-generated content that violates these Terms or applicable laws. All decisions regarding the management of the services shall be at the sole discretion of JDA and shall be designed to protect JDA's rights and property, ensure the quality of our services, and maintain the integrity of our AI systems.

14. Privacy Policy

By using JDA's services, Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. JDA's services are primarily hosted in the United States of America. Access to the services from the EU, Asia or other regions of the world may result in the applicability of laws, statutes or regulations different from those of the United States which govern personal data collection, use or disclosure. Client's continued use of JDA's services and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States. JDA does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States' Children's Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to JDA without parental consent, JDA shall delete that information as soon as reasonably practicable.

15. Payment and Refund Policy

Pricing for JDA's services is as stated on our website and is subject to change with notice to the Client. Payment for our services is due in advance of service provision, and we accept payment via Airwallex. For ongoing subscription services, Client authorizes JDA to charge the payment method on file on a recurring basis, and Client is responsible for keeping payment information up-to-date. Due to the high upfront costs associated with setting up personalized AI avatars and personal branding, content strategies, JDA does not offer refunds once the service has begun, and all sales are final unless otherwise required by law. Client acknowledges that significant resources are allocated to their project immediately upon commencement of services. In case of Client Inactivity and Abandonment, due to the high level of upfront customization, dedicated team allocation, and tooling costs incurred immediately after service commencement, any failure by the Client to actively participate in onboarding or project workflows for an accumulated total of 30 days or more shall be deemed Client Abandonment. In such cases, JDA reserves the right to terminate the project without refund. In extraordinary circumstances, JDA may, at its sole discretion, offer credits for future services in lieu of refunds. If a client believes they have been incorrectly charged, they must contact JDA within 7 days of the charge date. JDA reserves the right to terminate services for non-payment, and in the event of termination, Client remains liable for all charges incurred up to the date of termination.

16. Modification of Services

JDA reserves the right to change, alter, modify, amend or remove anything or any content on the Websites for any reason at its sole discretion. JDA reserves the right to modify or discontinue all or part of the Websites without notice and without liability to Client. This includes, but is not limited to, changes in AI algorithms, avatar generation techniques, content distribution methods, and platform integrations.

17. Connection Interruptions

JDA does not guarantee or warrant the Websites will be available and accessible at all times. Issues with hardware, software or other items may result in interruption delays or errors beyond JDA's control. Client agrees that JDA shall not be liable to Client for any loss, damage or inconvenience caused by Client's inability to access or use the Websites during any interruption in the connection or service. This includes interruptions in AI-generated content creation, distribution processes, or access to Client's AI avatar.

18. Governing Law and Litigation

These Terms of Use shall be governed by and construed in accordance with the laws of Singapore without regard to conflict of law principles. This governance extends to all aspects of the service, including AI-generated content, avatar creation, and multi-platform distribution. Any legal action of whatever nature shall be brought in the state courts of Singapore. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction with respect to venue and jurisdiction.

19. Disclaimer

The Websites and all services provided by JDA are provided on an as-is, as-available basis. Client agrees that its use of the Websites and Services are at Client's sole risk. JDA disclaims all warranties, express or implied, in connection with the Websites and Client's use thereof, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. JDA makes no warranties or representations about the accuracy or completeness of the Websites or any content thereon or content of any websites linked to the Websites and JDA assumes no liability for any errors, mistakes or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of JDA's secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Websites by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available through the Websites. This disclaimer extends to all AI-generated content, avatars, and distributed materials created through our service.

20. Limitations of Liability and Indemnification

JDA and its directors, employees, members, independent contractors or agents shall not be liable to Client or any third party for any direct, indirect, consequential, incidental, special or punitive damages, including lost profit, lost revenue, lost data, attorneys' fees, court costs, fines, forfeitures or other damages or losses arising from Client's use of the Websites or any services provided by JDA. Client agrees to defend, indemnify and hold harmless, JDA and its subsidiaries, affiliates and all respective officers, members, agents, partners, employees and independent contractors from and against any loss, damage, liability, claim or demand including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Websites or any JDA services; (2) breach of these Terms of Use; (3) any breach of Client's representations and warranties set forth herein; (4) Client's violation of the rights of any third party, including but not limited to intellectual property rights; (5) any harmful or illegal use of AI-generated content or avatars created through our service. Notwithstanding the foregoing, JDA reserves the right, at Client's expense, to assume control and defense of any matter for which Client shall be required to indemnify JDA hereunder. Client agrees to cooperate with the defense of such claims.

21. User Data

Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Websites or JDA's services. This includes, but is not limited to, data used for AI avatar creation, content generation, and multi-platform distribution. JDA shall have no liability to Client for any loss or corruption of any such data, and Client hereby waives any right of action against JDA from any such loss or corruption. Furthermore, JDA is not responsible for the privacy practices or content policies of the social media platforms where Client's content is distributed.

22. Electronic Communications, Transactions and Signatures

Client hereby consents to receive electronic communications from JDA and Client agrees that all agreements, notices, disclosures and other communications sent via email or through the Websites satisfy any legal requirement that such communication be in writing. Client hereby agrees to the use of electronic signatures, contracts, orders and other records, and to electronic delivery of notices, policies and records of transactions initiated or completed by JDA or through the Websites. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.

23. Showcasing Content Work

JDA reserves the right to share AI-generated content, avatars, and other work products on digital channels including social media, website, etc. unless otherwise agreed upon. The Client reserves the right to issue an NDA between themselves and JDA, which in turn would void the right of JDA to share or discuss Client's work publicly. Any such NDA must be mutually agreed upon in writing.

24. Referrals

Referral tracking and payouts are handled through our third-party partner. The terms of the referral program are subject to change and are governed by a separate Referral Agreement.

25. Miscellaneous

These Terms of Use and any policies posted on the Websites or regarding the Websites constitute the entire agreement and understanding between the Client and JDA. Failure of JDA to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy or on the Websites shall be construed to constitute the forming of a joint venture, partnership, employment or agency relationship between Client and JDA.

26. Contact Information

For any questions regarding the Websites or JDA's services, please contact us at:

info@fundraisingflywheel.io