Terms & Conditions
ADLEFY TECHNOLOGY LLC – TERMS AND CONDITIONS
These Terms govern your use of all services provided via Adlefy.com and establish the legal relationship between you and ADLEFY TECHNOLOGY LLC.
Last Updated: May 17, 2025
1. Definitions
1.1 "Agreement" refers to these Terms and Conditions, including all annexes, policies, and future amendments.
1.2 "Company," "We," "Us" means ADLEFY TECHNOLOGY LLC (Reg. No. 574657539).
1.3 "User," "You" means any individual or entity accessing or using the Services.
1.4 "Services" encompasses all digital products, AI tools, and subscriptions provided via Adlefy.com.
1.5 "Merchant of Record (MoR)" means UPLEF FZ-LLC, the entity legally responsible for payment processing and sale of certain Services.
2. Merchant of Record Framework
2.1 For specific Services, ADLEFY TECHNOLOGY LLC operates as a reseller while UPLEF FZ-LLC acts as the Merchant of Record.
2.2 As the MoR, UPLEF FZ-LLC is solely responsible for:
· Payment processing and transaction fulfillment
· Tax calculation, collection, and remittance
· Regulatory compliance for the sale of Services
· Handling refund requests and payment disputes
2.3 Your contractual relationship for the purchase of MoR-designated Services is directly with UPLEF FZ-LLC.
3. Governing Law & Jurisdiction
These Terms are governed by:
· The Civil Code of Georgia (Articles 380–520)
· The Law on Electronic Commerce (No. 2092, 2018)
· The Law on Consumer Rights Protection (No. 2210, 2014)
· The Law on Personal Data Protection (No. 5669, 2011)
· EU General Data Protection Regulation (GDPR) where applicable
Exclusive jurisdiction for disputes resides in the courts of Tbilisi, Georgia.
4. Acceptance of Terms
By using the Services, you:
· Warrant legal capacity to enter binding contracts (18+ years or age of majority in your jurisdiction)
· Acknowledge receipt of these Terms and agree to be bound by them
· Consent to electronic communications as the primary method of notice
· Accept the Merchant of Record framework for designated Services
5. Services & Modifications
5.1 Scope
AI-driven digital solutions, including subscription-based tools and custom development (under separate SOWs). Third-party integrations may apply; their use is subject to their respective terms.
5.2 Changes
We reserve the right to modify, suspend, or terminate Services with 30 days' notice. Material changes to core functionality will trigger user notification and the right to terminate without penalty.
6. User Obligations & Prohibited Use
You agree not to:
· Engage in illegal, fraudulent, or harmful activities
· Reverse-engineer, scrape, or exploit vulnerabilities in our systems
· Resell, sublicense, or commercially use Services without written consent
· Upload content infringing on third-party rights (copyrights, trademarks, etc.)
Violations may result in immediate termination and legal action.
7. Account Management & Payments
7.1 Account Security
Users are solely responsible for maintaining credential confidentiality. Notify us immediately of unauthorized access ([email protected]).
7.2 Pricing & Taxes
Fees are displayed in GEL/USD/EUR. For MoR Services, UPLEF FZ-LLC handles tax calculation and collection. Currency conversions are based on payment processor rates.
7.3 Subscriptions & Refunds
Recurring billing cycles auto-renew unless canceled ≥7 days before renewal. No refunds for instant-access digital services, except where required by Georgian consumer law. Disputes must be filed within 7 days of transaction.
8. Intellectual Property
All rights (software, algorithms, UI/UX, trademarks) remain the Company's exclusive property. Users receive a non-exclusive, revocable license for personal/business use per this Agreement.
9. Confidentiality
9.1 Definition
"Confidential Information" includes non-public business, technical, or operational data disclosed by either party.
9.2 Obligations
Recipients must protect Confidential Information with at least the same care as their own sensitive data. Disclosure permitted only to employees/agents with a need-to-know.
9.3 Exclusions
Information that is:
(a) publicly available
(b) lawfully obtained from third parties
(c) independently developed
10. Data Protection
Processing adheres to our Privacy Policy and Georgian/EU data protection laws. By using Services, you consent to:
· Collection of anonymized usage data for AI training and service optimization
· Cross-border data transfers where necessary for operations
· Data sharing with UPLEF FZ-LLC as required for MoR Services
11. Liability & Disclaimers
Cap on Liability: Our total liability shall not exceed 150% of fees paid by User in the preceding 6 months.
Exclusions: We are not liable for:
· Third-party services or integrations
· Force majeure (e.g., wars, natural disasters, cyberattacks)
· User misconduct or unauthorized account access
· Actions or omissions of UPLEF FZ-LLC as Merchant of Record
No Warranty: Services are provided "as is" without warranties of merchantability or fitness for a particular purpose.
12. Termination
We may terminate access for:
· Material breach of these Terms
· Non-payment exceeding 15 days
· Legal/regulatory requirements
Users may terminate subscriptions per Section 7.3.
13. Dispute Resolution
Negotiation: Parties must attempt good-faith resolution within 30 days.
Mediation: Unresolved disputes shall be mediated in Tbilisi, Georgia, under Georgian mediation rules.
Litigation: Claims not resolved within 60 days may proceed to Georgian courts.
14. Amendments & Notices
We may modify Terms with 30 days' notice (posted on Adlefy.com or emailed to users). Continued use constitutes acceptance.
15. General Provisions
Assignment: Users may not transfer rights under this Agreement without written consent.
Severability: If any clause is invalid, the remainder remains enforceable.
Waiver: Failure to enforce a provision does not constitute a waiver.
16. Contact & Complaints
For legal notices or inquiries:
Email: [email protected]
Phone: +995 571 07 5228 (10:00–18:00 Georgia Standard Time)
Postal Address: Georgia, Tbilisi, Krtsanisi District Nino and Ilia Nakashidze Street, N1, Building N3, Apartment N3
Consumer Protection: Complaints may be filed with the Georgian National Competition Agency.
Merchant of Record Contact:
UPLEF FZ-LLC
Email: [email protected]
Address: Compass Building, Al Shohada Road, Al Hamra Industrial Zone-FZ, Ras Al Khaimah, UAE