Terms of Service

PLEASE READ:These Terms of Service (these "Terms") are a legal contract between you and NANA LABS LTD, a company registered in England and Wales (Company No. 17153759) with its registered office at 82A James Carter Road, Mildenhall, IP28 7DE, United Kingdom, trading as "Yada" ("Yada", "we", "us", or "our"), governing your access to and use of our website at learnwithyada.com, our iOS application, and related services that link to these Terms (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy, and you represent and warrant that you have the right, authority, and capacity to enter into these Terms. If you do not agree, do not access or use the Service.

Dispute resolution notice: Section 12 sets out how disputes are resolved. Your rights under Section 12 depend on where you live. If you are a consumer resident in the United Kingdom, European Economic Area, or Switzerland, you retain your statutory right to bring proceedings in the courts of your country of residence, and nothing in these Terms limits that right. If you are resident elsewhere (including the United States), disputes are resolved by binding individual arbitration and you waive your right to a jury trial or to participate in a class action, as further described in Section 12.

1. Eligibility and accounts

1.1 Age. The Service is not available to users under 13 years old. If you are between 13 and 18 (or the age of majority where you live), you may use the Service only with the consent of a parent or legal guardian who agrees to these Terms on your behalf.

1.2 Registration; Account Security. You must provide accurate information and keep it updated. You are responsible for any activity that occurs under your account and for keeping your password and authentication methods secure. You agree to immediately notify us of any unauthorised use, or suspected unauthorised use, of your account or any other breach of security. Yada cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements, except to the extent such liability cannot be excluded under applicable law.

1.3 Third-Party Services.The Service may allow you to connect third-party accounts or services. You authorise us to access, process, and transfer information from those services as reasonably necessary to provide and improve the Service. Third-party services are not under our control, and Yada is not responsible for them. When you use any third-party service, the applicable third party's terms and policies apply.

2. Access to the Service

2.1 Licence. Subject to these Terms, Yada grants you a non-transferable, non-exclusive, revocable, limited licence to use and access the Service solely for your own personal, non-commercial use.

2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service; (b) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service, except to the extent such restriction is prohibited by applicable law; (c) you shall not access the Service in order to build a similar or competitive product or service; and (d) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form. All copyright and other proprietary notices on the Service must be retained on all copies.

2.3 Modification. We reserve the right at any time to modify, suspend, or discontinue the Service (in whole or in part) with or without notice. We will give reasonable notice where required by applicable consumer-protection law. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service, except to the extent such liability cannot be excluded under applicable law.

2.4 No Support or Maintenance. Yada has no obligation to provide support or maintenance in connection with the Service, except as required under applicable law or as expressly stated in a paid Subscription.

2.5 Ownership.Excluding any User Content (defined below), you acknowledge that all intellectual-property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and its content are owned by Yada or Yada's suppliers. These Terms do not transfer to you any rights, title, or interest in such intellectual property, except for the limited access rights expressly set forth in Section 2.1. There are no implied licences granted under these Terms.

3. Fees and subscriptions

3.1 Subscriptions.Certain features may be offered on a paid subscription basis ("Subscription"). Unless otherwise stated, Subscriptions automatically renew for successive terms of the same length and at the price then in effect until cancelled.

3.2 Billing & Cancellation. If you purchase a Subscription through a mobile platform such as the Apple App Store, billing and cancellation are handled by that platform, and you must cancel through that platform. Cancellation takes effect at the end of the then-current billing period. Fees are non-refundable except as required by applicable law (including, for UK and EEA consumers, any applicable statutory cancellation rights).

3.3 Trials, Changes & Taxes. Free trials may convert to paid Subscriptions unless cancelled before the trial ends. We may change prices or features prospectively with reasonable notice. Applicable taxes (including VAT) may be charged.

3.4 Delinquency. We may suspend or terminate access for unpaid amounts; you remain responsible for fees accrued through the applicable term.

4. User content; rights and responsibilities

4.1 Definitions."User Content" means content you upload, submit, or otherwise make available through the Service (e.g., notes, text, images, learning data, and metadata).

4.2 Ownership. You are solely responsible for your User Content. You assume all risks associated with use of your User Content. By submitting User Content to the Service, you represent and warrant that you are authorised to do so and that your User Content does not violate Section 4.4. Yada is not obligated to back up any User Content, and you are solely responsible for creating and maintaining your own backups if you desire.

4.3 Limited Licence. You grant (and represent and warrant that you have the right to grant) Yada a worldwide, non-exclusive, royalty-free, fully paid licence to host, store, reproduce, modify, create derivative works of, and otherwise use your User Content solely as necessary to provide, maintain, and improve the Service.

4.4 Acceptable Use. You agree not to: (a) copy, scrape, reverse engineer, or misuse the Service; (b) upload unlawful, infringing, or harmful content; (c) interfere with or disrupt the Service; (d) attempt to bypass security or limits; (e) use the Service as a component of a competitive commercial product without our prior written consent; or (f) violate any applicable law, including privacy and intellectual-property laws.

4.5 Feedback.If you provide us with any suggestions or ideas regarding the Service ("Feedback"), you assign to us all rights in such Feedback and agree that we may use and exploit such Feedback in any manner we deem appropriate. We will treat any Feedback as non-confidential and non-proprietary.

4.6 Enforcement. We reserve the right (but have no obligation) to review, refuse, and/or remove any User Content in our sole discretion, and to take appropriate action against you if you violate Section 4.4 or any other provision of these Terms.

5. Privacy

Our collection and use of personal data are described in our Privacy Policy, which is incorporated by reference. NANA LABS LTD is the data controller for personal data processed in connection with the Service. We may collect usage, diagnostic, and technical telemetry and may create aggregated and/or de-identified data to operate, analyse, and improve the Service. Aggregated or de-identified data will not identify you.

6. AI-generated outputs

6.1 AI Outputs. The Service may include AI-generated content. AI-generated outputs may be inaccurate, incomplete, biased, or inappropriate. You are responsible for reviewing outputs, exercising judgement, and applying human oversight before relying on them.

6.2 No Professional Advice. The Service does not provide legal, medical, financial, or other professional advice. You should obtain professional advice before relying on outputs for such purposes.

7. Intellectual-property infringement notices

7.1 Reporting Infringement. We respect intellectual-property rights. If you believe content on the Service infringes your rights, please send a notice to founder@learnwithyada.com including: (a) your physical or electronic signature; (b) identification of the work claimed to be infringed and the material claimed to be infringing (including URLs or other location information sufficient to locate the material); (c) your contact information; (d) a statement of your good-faith belief that the use is not authorised by the rights holder, its agent, or the law; and (e) a statement, made under penalty of perjury where applicable, that the information in your notice is accurate and that you are authorised to act on behalf of the rights holder.

7.2 DMCA (United States). For notices concerning infringement under U.S. law, please send notices that meet the requirements of 17 U.S.C. §512(c)(3) to the address in Section 7.1. You may send a counter-notice as permitted by the DMCA if you believe material was removed or disabled by mistake or misidentification.

7.3 United Kingdom and European Union. For notices concerning infringement under UK or EU law (including the UK Copyright, Designs and Patents Act 1988 and the EU Digital Services Act), please send notices to the address in Section 7.1. We will process notices and provide counter-notice rights in accordance with applicable law.

7.4 Repeat Infringers. We may terminate accounts of repeat infringers in appropriate circumstances.

8. Updates to terms

We may update these Terms by posting the updated version with a new Effective Date. Where changes materially affect your rights, we will provide reasonable advance notice (for example, by email or in-app notification) as required by applicable law. Your continued use of the Service after the Effective Date of the updated Terms constitutes your acceptance of them.

9. Disclaimers

9.1 General.To the fullest extent permitted by law, the Service is provided on an "as-is" and "as-available" basis, and Yada (and our suppliers) expressly disclaim all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the Service will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, complete, legal, or safe.

9.2 Consumer Rights. If you are a consumer, you have legal rights under applicable consumer-protection law (including, in the UK, the Consumer Rights Act 2015) that cannot be excluded or limited by contract. Nothing in these Terms affects those statutory rights.

10. Limitation of liability

10.1 Excluded Damages. To the maximum extent permitted by law, in no event shall Yada or its affiliates, licensors, or suppliers be liable to you or any third party for any loss of profits, loss of data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special, or punitive damages, business interruption, or cost of substitute services, arising from or relating to these Terms or your use of, or inability to use, the Service, even if Yada has been advised of the possibility of such damages.

10.2 Liability Cap. To the maximum extent permitted by law, our aggregate liability to you for any damages arising from or related to these Terms (for any cause whatsoever and regardless of the form of the action) will not exceed the greater of (a) the amounts you paid to Yada for the Service in the 12 months before the event giving rise to liability, or (b) £100 (or the equivalent in your local currency). The existence of more than one claim will not enlarge this limit.

10.3 Liability Not Excluded. Nothing in these Terms excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable law (including, for UK consumers, liability under the Consumer Rights Act 2015 for products or services that are not of satisfactory quality, fit for purpose, or as described).

11. Indemnification

You agree to defend, indemnify, and hold harmless Yada and its affiliates, officers, employees, representatives, and agents from and against any claims, damages, costs, and expenses (including reasonable legal fees) arising out of or related to your User Content, your use of the Service, or your violation of these Terms or applicable law. This Section 11 does not apply to the extent a claim arises from our negligence or wilful misconduct, or to consumers except as permitted by applicable law.

12. Dispute resolution

12.1 Informal Resolution. Before filing a claim, you and Yada agree to try to resolve the dispute informally. Send a written notice of the dispute — including your name, contact information, a description of the dispute, and the relief sought — to founder@learnwithyada.com. If we cannot resolve the dispute within 60 days, either party may proceed as set out below.

12.2 Users in the United Kingdom, EEA, and Switzerland. If you are a consumer resident in the UK, the European Economic Area, or Switzerland, these Terms are governed by the laws of England and Wales, without prejudice to any mandatory protection you enjoy under the law of your country of habitual residence. You may bring proceedings against us in the courts of England and Wales or, if mandatory consumer-protection law so permits, in the courts of your country of residence. UK consumers may also use the Citizens Advice consumer service. Nothing in these Terms limits your right to bring proceedings in a court under applicable consumer-protection law.

12.3 Users Elsewhere (Including the United States) — Binding Arbitration. If you are not a consumer covered by Section 12.2, you and Yada agree to resolve any claims or disputes arising out of or relating to these Terms or the Service by binding individual arbitration, except as provided in Section 12.4. Arbitration will be administered by a recognised arbitral institution in accordance with its rules then in effect, and judgment on the award may be entered in any court of competent jurisdiction.

12.4 Exceptions. Either party may (a) bring an individual claim in a small-claims court (or equivalent) with jurisdiction; and (b) seek temporary or preliminary equitable relief in court to protect intellectual-property rights or to prevent unauthorised access to or use of the Service.

12.5 Class Action Waiver (Users Covered by Section 12.3). For users covered by Section 12.3, you and Yada agree that each may bring claims only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

12.6 Opt-Out (Users Covered by Section 12.3). You may opt out of the arbitration agreement in Section 12.3 within 30 days of first accepting these Terms by sending a written opt-out notice to founder@learnwithyada.com with the subject line "Arbitration Opt-Out".

12.7 Severability; Survival. If any portion of this Section 12 is found unenforceable, the unenforceable portion shall be severed and the remainder will remain in effect. This Section 12 will survive termination of your account and these Terms.

13. Termination; suspension

We may suspend or terminate your access to the Service (in whole or in part) at any time, with or without notice, for any reason at our sole discretion, including if we believe you have violated these Terms or applicable law. Where required by applicable consumer-protection law, we will give reasonable notice. You may stop using the Service at any time. Upon termination, your account and right to access and use the Service will terminate immediately. Sections that by their nature should survive termination will survive.

14. Miscellaneous

14.1 Electronic Communications. You consent to receive communications from us electronically, and you agree that such communications satisfy any legal requirements for written communications.

14.2 Notices. For support or general notices, contact founder@learnwithyada.com. Legal notices to Yada should be sent to our registered office at 82A James Carter Road, Mildenhall, IP28 7DE, United Kingdom, marked for the attention of "The Directors".

14.3 Export Controls and Sanctions. You may not use or access the Service in violation of UK, EU, or U.S. export-control or sanctions laws.

14.4 Assignment. You may not assign these Terms without our prior written consent. We may freely assign these Terms, including to an affiliate or in connection with a merger, acquisition, or sale of assets.

14.5 Governing Law; Venue. Except as provided in Section 12.2, these Terms are governed by the laws of England and Wales, excluding its conflict-of-laws rules, and the courts of England and Wales shall have exclusive jurisdiction over any court proceedings, save for small-claims and equitable relief permitted in Section 12.4.

14.6 Severability; Waiver. If any provision of these Terms is found unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force. Our failure to enforce any right is not a waiver.

14.7 Force Majeure. We are not liable for delays or failures due to events beyond our reasonable control.

14.8 Entire Agreement. These Terms constitute the entire agreement between you and Yada regarding the Service and supersede prior or contemporaneous agreements on the subject.

14.9 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.

Contact

NANA LABS LTD (trading as Yada)
Company No. 17153759 · Registered in England and Wales
Registered office: 82A James Carter Road, Mildenhall, IP28 7DE, United Kingdom
Email: founder@learnwithyada.com