Terms & ConditionsThese Terms and Conditions contain important information about using Tomo AI (as defined below), and/or using the website, applications, or any other services (collectively the "Services"), offered by JIA Nomads Limited (collectively with its subsidiaries, affiliates, managers, members, successors, employees, agents, representatives, and assigns referred to herein as "JIA"), including future changes to these Terms and Conditions, limitations of liability, a class action waiver, and resolution of disputes by arbitration instead of in court.
For you to have the BEST possible experience, it's important that you ("you", "your," or "participant") understand your rights and obligations vis a vis JIA. More importantly, by joining us and using our Services you are agreeing to these Terms and Conditions as a legally binding contract, so read this carefully and let us know if you have any questions! We have included notes throughout the Terms and Conditions where we thought some additional explanation might be helpful. Think of them as marginalia intended to make the "legalese" easier to understand.
1. Important Notice to Participants
1.1 Acceptance. By using Tomo AI you are:certifying that you are an adult with full authority to enter into this contract;certifying that you have read and understand and accept these Terms and Conditions; and agreeing that these Terms and Conditions constitute a binding contract governing your rights as a participant and the relationship between you and JIA.
1.2 Disclaimer. JIA makes no verbal or written representation, warranty or agreement with respect to any Tomo AI or participation or the Services, and JIA's responsibilities and liabilities are expressly limited as provided in these Terms and Conditions.
1.3 Changes. We are constantly working to improve Tomo AI, so these Terms and Conditions may change in the future. We reserve the right to change the Terms and Conditions at any time, but if we do, we will bring it to your attention by placing a notice on www.hellotomo.ai, by sending you an email, and/or by some other means. Please review all updates, as once the Terms and Conditions have been updated your continued participation in Tomo AI and/or use of the Services will constitute acceptance of the updated terms. If you don't agree with the new Terms and Conditions, you are free to reject them; unfortunately, except as otherwise provided herein, that means you may no longer be able to use certain (or potentially all) of the Services.
1.4 Privacy Policy. By joining and using Tomo AI or using the Services in any manner you are agreeing to our
Privacy Policy. The protection of your data is important to us. Please review our
Privacy Policy for more information about how we collect, use, and store data.
2. The Services
2.1 General. JIA provides technology solutions ("Tomo AI"), as outlined on our website (
www.hellotomo.ai).
2.2 Your Account. You may be required to sign up for an account, and select a password and user name (“Tomo AI User ID"). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Tomo AI User ID a name that you don't have the right to use, or another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You will not share your account or password with anyone, and you must protect the security of your account and your password. You are responsible for any activity associated with your account.
2.3 Communications. You may receive communications from JIA, including messages that JIA sends you (for example, via email, phone call, SMS, and/or text message). BY SIGNING UP TO TOMO AI OR USING THE SERVICES, YOU AGREE TO RECEIVE COMMUNICATIONS FROM JIA, AND YOU REPRESENT AND WARRANT THAT EACH PERSON FOR WHOM YOU PROVIDE A PHONE NUMBER AND/OR EMAIL ADDRESS HAS CONSENTED TO RECEIVE COMMUNICATIONS FROM JIA. By providing us with your email, you confirm that you want JIA to send you information we think may be of interest to you. You agree to indemnify and hold JIA harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to your breach of the foregoing.
2.4 Disclaimer. JIA and its staff members are not liable for, and you waive any claim for: (A) any damage to, or loss of, property or injury to, or death of, persons suffered in connection with your usage of the Pass or Services, whether or not occasioned directly or indirectly by an act or omission of JIA or any Other Provider, including but not limited to any latent or undisclosed defect in any aircraft, watercraft, vehicle, hotel, apartment, workspace or other service or property operated or provided by JIA or any Other Provider; and (B) any loss or damage due to delay, cancellation, or disruption in any manner caused by JIA or the Other Providers, or any negligent or willful act or failure to act of JIA or any Other Provider or of any other third party, or any laws, regulations, acts or failures to act, demands, orders, or interpositions of any government or any subdivision or agent thereof, or by Acts of God / natural disasters, strikes, fire, floods, war, rebellion, conflict & unrest, terrorism (including cyber terrorism and hacking in all its forms), insurrection, sickness, quarantine, epidemics, pandemics, theft, climate change-related disruptions, meteor strikes, alien invasions, zombie apocalypses or any other cause(s) beyond their control. You waive any claim against JIA and/or its designated onboarding or support team members for any such loss, damage, injury, or death and assume the risk of JIA's negligence.
2.5 Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL JIA BE LIABLE TO YOU, YOUR EMPLOYER, YOUR CLIENT(S) OR POTENTIAL CLIENT(S), YOUR GUESTS/VISITORS, OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE OR DELAYS, REGARDLESS OF WHETHER JIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY CHANGE IN YOUR EMPLOYMENT STATUS AS A RESULT OF PARTICIPATING, OR (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID BY YOU TO JIA IN CONNECTION WITH THE PROGRAM OR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU OR MAY ONLY APPLY TO YOU IN PART. In connection with your trip, JIA shall not be liable to you for damages for emotional distress, mental suffering or psychological injury of any kind, under any circumstances.
2.6 Assumption of Risk. In using Tomo AIes and the Services, you agree to assume responsibility for your own safety, and you acknowledge that we cannot guarantee your safety at any time. Local conditions, including but not limited to infrastructure, road conditions, medical care, plumbing, agriculture, sanitation, building codes, safety, and security, may differ significantly from those found in the United States or your home country, as applicable. At any given moment there may be "trouble spots" in the world in terms of war, terrorism, conflict, unrest, crime, Acts of God, civil commotions, labor trouble, pandemics, and/or other potential sources of harm. The United States Department of State and other governmental and tourist organizations provide information on foreign countries, including details of local conditions in specific cities and countries according to such agency's perception of risks to travelers. We strongly recommend you obtain and consider such information when making travel decisions. JIA assumes no responsibility for gathering such information or providing it to you. In addition, by using a Tomo AI, you are acknowledging that an inherent risk of exposure to COVID-19 exists in any public place where people are present and you and any guests voluntarily assume all risks related to exposure to COVID-19 and agree not to hold JIA liable for any illness, injuries, death, rebooking and administrative expenses, additional travel, lodging, quarantine and/or medical expenses.
3. Eligibility
3.1 General. JIA reserves the right in its sole discretion to accept, decline to accept, or remove any participant from Tomo AI or any part thereof at any time. JIA reserves the right to expel any participant from using Tomo AI for any reason, including, but not limited to, lack of payment or if we deem it necessary JIA for the comfort, convenience or safety of the other participants, including if your behavior is deemed to cause or be likely to cause danger to yourself or danger, distress or annoyance to other participants, or if we determine you have engaged in illegal actions. JIA reserves the right to alert the police and/or local authorities if your behavior is deemed to cause or be likely to cause danger to yourself or other participants, if we reasonably determine your condition would adversely affect your health or safety or that of other participants, or if we determine you have engaged in illegal activities. If we remove you from Tomo AI, you will not be entitled to any refund, payment, compensation or credit of any kind for unused or missed services or costs incurred resulting from the termination of your participation.
JIA reserves the right in its sole discretion to accept, decline to accept, or remove any participant from Tomo AI or any part thereof at any time. JIA reserves the right to expel any participant from using Tomo AI for any reason, including, but not limited to, lack of payment or if we deem it necessary JIA for the comfort, convenience or safety of the other participants, including if your behavior is deemed to cause or be likely to cause danger to yourself or danger, distress or annoyance to other participants, or if we determine you have engaged in illegal actions. JIA reserves the right to alert the police and/or local authorities if your behavior is deemed to cause or be likely to cause danger to yourself or other participants, if we reasonably determine your condition would adversely affect your health or safety or that of other participants, or if we determine you have engaged in illegal activities. If we remove you from Tomo AI, you will not be entitled to any refund, payment, compensation or credit of any kind for unused or missed services or costs incurred resulting from the termination of your participation.
3.2 Background Check. JIA reserves the right to do background checks and to consider the results of said background checks in determining the eligibility of an applicant. You hereby appoint and authorize us to engage third parties to perform such checks, and agree that any information shared with us shall remain the property of JIA, save as required to be disclosed or destroyed under any applicable data protection and privacy laws and regulations.
3.3 Illegal Activity. All participants are expected to abide by the laws in each country visited. If at any point during the Pass you perform or engage in any illegal activity, JIA is not responsible for legal ramifications of that action, and you may be removed from the Pass at your own cost, and without refund to you. JIA has no responsibility or obligation to notify participants of all applicable local laws.
4. Payments, Cancellations, and Refunds
4.1 General. The payment terms and cancellation and refund policies are as set forth in JIA's Payment Policies ("Payment Policies"). For clarity, the Payment Policies that are in effect upon you subscribing to Tomo AI shall apply for the duration thereof, notwithstanding updates hereto.
4.2 Billing. We use various third parties for billing, payment processing, and financing options ("Third Party Processors"). The Third Party Processors use and store the financial information you provide, and the processing of payments and billing will be subject to the terms, conditions and privacy policies of the Third Party Processors in addition to these Terms and Conditions. We are not responsible for errors committed by the Third Party Processors. By choosing to participate in a Tomo AI, you agree to pay us, through Third Party Processors, all charges at the prices then in effect in accordance with the applicable payment terms and you authorize us, through the Third Party Processors, to charge your chosen payment provider ("Payment Method"). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Third Party Processors make even if they have already requested or received payment.
4.3 Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, lender, credit card issuer or other provider of your chosen Payment Method. If we, through the Third Party Processors, do not receive payment from you, you agree to pay all amounts due upon demand.
4.4 Recurring Billing. You acknowledge that Tomo AI may have an initial and recurring payment feature and you accept responsibility for all recurring charges. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, EMAIL
SUPPORT@JIA-NOMADS.COM. (If you're terminating authorization because of an early departure, along with notifying
support@jia-nomads.com, please also follow the early departure instructions in JIA's Payment Policies.) Your continued participation in the Pass or use of the Services reaffirms that we are authorized to charge your Payment Method. We may submit those charges for payment and you will be responsible for such charges. We do not waive our right to seek payment directly from you, and we reserve the right to enlist a third party to seek collections, should we deem such action necessary.
Note: Currently, monthly invoices are generated and participants self-initiate payment. However, for Down Payments paid on a payment plan, we may utilize recurring billing to collect the agreed upon amount.
4.5 Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE BILLING INFORMATION. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING INFORMATION CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE SENT TO
SUPPORT@JIA-NOMADS.COM. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU YOUR MONTHLY FEES UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE AND/OR IN JIA'S PAYMENT POLICIES.
5. Legal
5.1 Time Limitation for Legal Action. Any claim or legal action whether based on contract, tort, statutory, constitutional or other legal rights, including without limitation bodily injury, illness to or death of a participant, alleged violations of civil rights, discrimination, consumer or privacy laws, or other statutory, constitutional or legal rights, or for any losses, damages or expenses relating to or in any way arising out of or connected with the Pass or Services, or against JIA must be commenced within one (1) year from the date of injury, illness or death or the date the incident giving rise to the claim occurred or else shall be irrevocably waived, notwithstanding any provision or law of any state or country or international convention to the contrary.
Note: We're not very litigious. You don't seem like you are either. Then again, we don't know each other that well yet. In case we're wrong about your level of litigiousness, (yes, "litigiousness" is a real word), these next few clauses govern your options should you want to make a claim against us. (Your safety and enjoyment are top priorities, so we hope it doesn't come to this.) PLEASE READ THE FOLLOWING ARBITRATION PROVISION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH JIA AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
5.2 Agreement to Arbitrate. You agree that any claim or dispute whether based on contract, tort, statutory, constitutional or other legal rights, including without limitation bodily injury, illness to or death of a passenger, alleged violations of civil rights, discrimination, consumer or privacy laws, or other statutory, constitutional or legal rights, or for any losses, damages or expenses relating to or in any way arising out of or connected with your Pass, the Services, or against JIA, with the sole exception of claims brought and litigated in small claims court, shall be referred to and resolved exclusively by binding arbitration to be administered by the Hong Kong International Arbitration Centre (HKIAC) under the UNCITRAL Arbitration Rules in force when the Notice of Arbitration is submitted, as modified by the HKIAC Procedures for the Administration of Arbitration under the UNCITRAL Arbitration Rules then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes, who shall be selected from the appropriate list of HKIAC arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.
Arbitration Fees. The UNCITRAL Arbitration rules will govern payment of all arbitration fees. JIA will pay all arbitration filing fees and arbitrator's costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law.Small Claims Court. Either you or JIA may assert claims, if they qualify, in small claims court in Hong Kong or where you work or live.Opt Out. You have the right to opt out of the provisions of this section by sending written notice of your decision to opt out to the following address: JIA Nomads Limited, (Chairman's Boardman, Hong Kong Parkview, 88 Tai Tam Reservoir Road, Hong Kong) postmarked within 30 days of first accepting these Terms and Conditions. You must include (1) your name and residence address; (2) the email address and/or telephone number associated with your account; and (3) a clear statement that you want to opt out of these Terms and Conditions' arbitration agreement.Exclusive Venue. The arbitration shall be held in Hong Kong, to the exclusion of any other forum, regardless of where the claim arose, and you consent to jurisdiction and waive any objections to arbitration proceeding in Hong Kong. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of this contract and the arbitration agreement, including but not limited to any claim that all or any part of these Terms and Conditions are void or voidable. Any action to enforce the arbitrator's decision shall be brought in the courts of Hong Kong. In the event the arbitration provision is deemed unenforceable by an arbitrator or court of competent jurisdiction for any reason or if you send the opt-out notice mentioned above, then and only then, the provisions of section 7.4 below governing forum shall exclusively apply to any lawsuit involving claims described in this subsection.Deposition. You and JIA further agree to permit the taking of a deposition under oath of the participant asserting the claim, or for whose benefit the claim is asserted, in any such arbitration.
5.3 Waiver of Jury Trial. Neither party will have the right to a jury trial or to engage in pre-arbitration discovery, except as provided in the applicable arbitration rules and herein, or otherwise to litigate the claim in any court. You and JIA are instead choosing to have claims and disputes resolved by arbitration. The arbitrator's decision will be final and binding. Other rights that you or we would have in court also may not be available in arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and JIA over whether to vacate or enforce an arbitration award, YOU AND JIA WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
5.4 Forum and Choice of Law. Any and all claims or disputes against JIA relating to or in any way arising out of or connected with this contract, the Pass or the Services, and not subject to arbitration under the provisions above, shall be litigated, if at all, in and before the courts of Hong Kong, to the exclusion of the courts of any other state and country. Any claim or dispute relating to, arising out of or connected with your Pass, the Services, and provision of services other than on a vessel, whether subject to arbitration or otherwise, shall be governed by the laws of Hong Kong without regard to conflict of law principles. Any claim or dispute relating to, arising out of or connected with any vessels, whether subject to arbitration or otherwise, shall be governed by the general law of Hong Kong.
5.5 Class Action Waiver. THESE TERMS AND CONDITIONS PROVIDE FOR THE EXCLUSIVE RESOLUTION OF DISPUTES THROUGH INDIVIDUAL LEGAL ACTION OR ARBITRATION ON YOUR OWN BEHALF INSTEAD OF THROUGH ANY CLASS OR REPRESENTATIVE ACTION. EVEN IF THE APPLICABLE LAW PROVIDES OTHERWISE, YOU AGREE THAT ANY ARBITRATION OR LAWSUIT AGAINST US WHATSOEVER SHALL BE LITIGATED BY A PARTICIPANT INDIVIDUALLY AND NOT AS A MEMBER OF ANY CLASS OR AS PART OF A CLASS OR REPRESENTATIVE ACTION, AND EACH PARTICIPANT EXPRESSLY AGREES TO WAIVE ANY LAW ENTITLING PARTICIPANT TO PARTICIPATE IN A CLASS ACTION. If a claim is subject to arbitration under the arbitration clause above, the arbitrator shall have no authority to arbitrate claims on a class action basis. Each participant agrees that this class action waiver shall not be severable under any circumstances from the arbitration clause set forth in the arbitration above, and if for any reason this class action waiver is unenforceable as to any particular claim, then and only then such claim shall not be subject to arbitration.
5.6 Indemnification. If requested by JIA, you will defend, indemnify, and hold harmless JIA from and against any and all claims, losses, expenses, demands, or liabilities, including attorneys' fees and costs, incurred by JIA in connection with any claim by a third party arising out of or in any way related to: (1) your use of accommodations or workspace provided for you, or your actions during a JIA event; (2) your violation or alleged violation of these Terms and Conditions or your violation or alleged violation of any applicable law; (3) your infringement or alleged infringement of any intellectual property or other right of any other person or entity; or (4) any dispute between you and an Other Provider. You must not settle any such claim or matter without the prior written consent of JIA. JIA reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you further agree that you will cooperate fully in the defense of any such claims. Both you and JIA acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms and Conditions, JIA's officers, directors, employees and independent contractors ("Personnel") are third party beneficiaries of these Terms and Conditions, and that upon your acceptance of these Terms and Conditions, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against you as the third party beneficiary hereof.
6. Miscellaneous
6.1 Severability. If it turns out that any part of these Terms and Conditions are invalid, void, or unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary and shall not affect any other terms or negate the validity of the rest of this agreement, which shall remain in full force and effect.
6.2 Entire Agreement. These terms, any and all provisions directly linked to within these terms, and any official JIA policies and waivers (e.g., JIA's Payment Policies, JIA's Relocation Policy) constitute the entire and exclusive agreement between you and JIA relating to the subject matter of these Terms and Conditions, and these Terms and Conditions supersede all prior or contemporaneous communications or proposals relating to the subject matter of these Terms and Conditions.
6.3 Assignment. You cannot assign, transfer or sublicense these Terms and Conditions, or your acceptance into a Tomo AI, or any accommodations, workspace seats, or services provided as part of a Tomo AI, without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. You hereby acknowledge and agree that these Terms and Conditions do not create any agency, partnership, joint venture, or employment relationship between you and JIA, and neither party has any authority to bind the other in any respect.
6.4 Confidential Information. Throughout the course of your participation in a Tomo AI or while using the Services, you may be exposed to information, JIA vendors, Other Providers, documents, trade secrets, processes, and procedures that are confidential, proprietary to, and/or the intellectual property of JIA (collectively "Confidential Information"). You hereby agree that you will not: (i) collect and/or copy Confidential Information for any use outside of the enjoyment of your JIA trip; (ii) disseminate or publish Confidential Information; or (iii) use Confidential Information to harm or compete with JIA.
6.5 Force Majeure. Sometimes things come up that are outside of our control. You acknowledge and agree that we are excused from any delay and will not be liable for any failure to perform any of our obligations stated in these Terms and Conditions if the failure is caused by something that is reasonably beyond our control, including but not limited to, war, earthquakes, fire, flood, explosions, terrorist attacks, government action, or extreme weather or other scenarios as previously set out in section 2.4 above.
6.6 Waiver. If we do not enforce any part of these Terms and Conditions, it shall not be deemed a waiver of any further rights hereunder, and does not mean we give up the right to later enforce that part or any other part. In order for any waiver of compliance with these Terms and Conditions to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
