Terms of Service

1. Definitions

“Authorized Users” means employees, contractors, or agents of Customer who are authorized by Customer to access and use the Service on Customer's behalf.

“Customer Data” means all data, content, and information submitted by Customer or its Authorized Users through the Service.

“Documentation” means any technical or user documentation provided by Company in connection with the Service.

“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

“Order Form” means any written or electronic ordering document specifying the Service, usage tiers, and applicable fees.

2. Access and License

2.1 License Grant

Subject to the terms of these Terms and payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer's internal business purposes.

2.2 Authorized Users

Customer is responsible for: (a) ensuring Authorized Users comply with these Terms; (b) maintaining the confidentiality of account credentials; and (c) all activities that occur under Customer's account. Customer must promptly notify Company of any unauthorized access or use.

2.3 Restrictions

Customer must not, and must not permit any Authorized User or third party to:

• Sublicense, resell, rent, lease, transfer, or otherwise make the Service available to third parties, except as expressly permitted herein;
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Service;
• Modify, translate, or create derivative works of the Service;
• Remove or obscure proprietary notices on the Service;
• Use the Service to build a competing product or service;
• Use the Service in violation of applicable law or regulations;
• Introduce malware, viruses, or other harmful code;
• Interfere with or disrupt the integrity or performance of the Service.

3. Customer Responsibilities

Customer is solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) obtaining all necessary rights, consents, and permissions for Customer Data processed through the Service; (c) maintaining the security of Authorized User accounts; and (d) compliance with applicable laws in connection with Customer's use of the Service.

4. Acceptable Use

Customer agrees to use the Service only for lawful purposes. Prohibited uses include, but are not limited to:

• Transmitting or storing data that infringes on the intellectual property rights of others;
• Transmitting data that is unlawful, defamatory, fraudulent, or deceptive;
• Attempting to gain unauthorized access to any system or network;
• Using the Service in a manner that imposes an unreasonable or disproportionate load on infrastructure;
• Violating any applicable local, state, national, or international law or regulation.

Company reserves the right to suspend or terminate access to the Service if Customer or any Authorized User engages in prohibited uses.

5. Intellectual Property

5.1 Company IP

All right, title, and interest in and to the Service, including all related software, algorithms, models, documentation, and enhancements, are and shall remain the exclusive property of Company. No rights are granted except as expressly stated in these Terms.

5.2 Customer Data

Customer retains all right, title, and interest in Customer Data. Customer grants Company a limited, non-exclusive license to process and use Customer Data solely to provide and improve the Service and as required by law. Company will not sell Customer Data to third parties.

5.3 Feedback

If Customer provides suggestions, ideas, or feedback regarding the Service, Company may use such feedback without restriction or compensation to Customer.

6. Confidentiality

“Confidential Information” means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the circumstances. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to fulfill its obligations under these Terms; and (c) disclose Confidential Information only to employees and contractors who need to know it and are bound by confidentiality obligations at least as protective as these Terms. These obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law.

7. Warranties and Disclaimers

7.1 Mutual Warranties

Each party represents and warrants that: (a) it has the authority to enter into these Terms; and (b) it will comply with all applicable laws in connection with its performance hereunder.

7.2 Company Warranty

Company warrants that the Service will perform materially in accordance with the Documentation during the Subscription Term.

7.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; AND (B) COMPANY'S AGGREGATE LIABILITY TO CUSTOMER SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF LIABILITY, SO THESE LIMITATIONS MAY NOT FULLY APPLY TO YOU.

9. Indemnification

Customer agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's or any Authorized User's use of the Service in violation of these Terms; (b) Customer Data; or (c) Customer's violation of applicable law.

10. Term and Termination

These Terms remain in effect for the duration of the Subscription Term. Either party may terminate these Terms if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice. Company may suspend or terminate access immediately for violations of the Acceptable Use Policy or non-payment. Upon termination, Customer's right to access the Service ceases. Sections 5, 6, 7, 8, 9, and 11 survive termination.

11. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising from or related to these Terms shall be resolved by binding arbitration in Delaware, except that either party may seek injunctive relief in a court of competent jurisdiction. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

12. General

These Terms, together with any Order Forms, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior agreements. Company may modify these Terms by providing thirty (30) days' notice, and continued use of the Service constitutes acceptance. No waiver of any term shall be deemed a further or continuing waiver. If any provision is held invalid, the remaining provisions remain in full force. Neither party may assign these Terms without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.