Terms of Service
1. Agreement to Terms
These Terms of Service ("Terms") form a binding agreement between Archon AI Inc. ("Company," "we," "us," or "our") and the business entity that has registered for or purchased access to the platform ("Customer," "you," or "your"). By creating an account, accessing, or using the software platform and related services (collectively, the "Service"), Customer agrees to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.
If Customer has entered into a separate signed master subscription agreement or order form with Company that conflicts with these Terms, that agreement controls.
2. The Service
Company provides a software-as-a-service platform that allows Customer to manage data, configure settings, and use the features made available as part of Customer's subscription, as further described in the applicable order form or product documentation. Company may update, modify, or enhance the Service's features from time to time.
3. Accounts and Authorized Users
3.1 Account Creation
Customer's administrators may provision accounts for Customer's employees and other authorized personnel ("Authorized Users"). Customer is responsible for ensuring Authorized Users comply with these Terms.
3.2 Credentials
Customer and its Authorized Users are responsible for maintaining the confidentiality of login credentials and for all activity occurring under their accounts. Company should be notified promptly of any suspected unauthorized access.
3.3 Roles and Permissions
Customer's administrators are responsible for assigning and updating user roles, status, and permissions within the Service. Company is not responsible for actions taken by Authorized Users acting within the scope of permissions granted by Customer's administrators.
4. Customer Data and Content
4.1 Ownership
As between the parties, Customer retains all right, title, and interest in and to the data, content, and other materials that Customer or its Authorized Users upload, input, or generate within the Service ("Customer Data"). Company claims no ownership over Customer Data.
4.2 License to Company
Customer grants Company a limited, non-exclusive license to access, host, process, and analyze Customer Data solely as necessary to provide, maintain, secure, and improve the Service.
4.3 Customer Responsibility
Customer is solely responsible for the accuracy, quality, and legality of Customer Data and of any configuration, setting, or rule that Customer or its Authorized Users create, upload, or approve within the Service. Where the Service includes any automated processing, suggestion, or analysis feature, Company does not guarantee that such output is complete, accurate, or sufficient for Customer's purposes. Customer is responsible for reviewing and approving any such output before relying on it.
5. Records and Activity History
Where the Service maintains a history or log of actions taken by Authorized Users, Customer acknowledges that such records are generated and retained to support Customer's own internal recordkeeping and oversight needs, subject to the limitations described in these Terms. Company will maintain reasonable safeguards to protect the integrity of such records but does not warrant that they are immune from all forms of unauthorized alteration.
6. Third-Party Integrations
The Service may allow Customer to connect third-party services for certain functionality, such as messaging, storage, or notifications. Customer's use of any third-party service is subject to that provider's own terms and privacy practices. Company is not responsible for the acts, omissions, availability, or security practices of third-party providers.
7. Fees and Payment
Fees for the Service are as set forth in the applicable order form or as presented at sign-up. Unless otherwise agreed in writing, fees are billed in advance on a recurring basis and are non-refundable except as required by law or as expressly stated in a signed order form. Company may suspend access for accounts with overdue payment after reasonable notice.
8. Confidentiality
Each party may have access to non-public information of the other party. Each party agrees to use the other's confidential information only as necessary to perform under these Terms and to protect it with the same degree of care it uses for its own confidential information of similar nature, but no less than reasonable care.
9. Data Protection
To the extent Company processes personal data on Customer's behalf in connection with the Service, the parties will enter into a separate data processing agreement governing such processing, which will be incorporated into these Terms by reference upon execution. Company's Privacy Policy describes how Company collects and uses data in its own capacity (e.g., account and billing data); it does not by itself govern Customer Data processed on Customer's behalf.
10. Intellectual Property
Company retains all right, title, and interest in and to the Service, including all underlying software, technology, and improvements, excluding Customer Data. Customer receives only the limited right to access and use the Service as set forth in these Terms.
11. Warranties and Disclaimers
EXCEPT AS EXPRESSLY SET FORTH IN A SIGNED ORDER FORM, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY OUTPUT GENERATED BY THE SERVICE WILL BE ACCURATE OR COMPLETE.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13. Indemnification
Customer agrees to indemnify and hold Company harmless from claims arising out of: (a) Customer Data; (b) Customer's or its Authorized Users' violation of these Terms; or (c) Customer's actual or alleged violation of applicable law, including reliance on the Service in place of independent professional judgment.
14. Term and Termination
These Terms remain in effect for as long as Customer maintains an active subscription. Either party may terminate for the other's uncured material breach upon thirty (30) days' written notice. Upon termination, Customer's access to the Service will end, and Company will make Customer Data available for export for a reasonable period as specified in the applicable order form, after which it may be deleted.
15. Changes to the Service or Terms
Company may update these Terms from time to time. Material changes will be communicated to Customer's administrators with reasonable advance notice. Continued use of the Service after the effective date of updated Terms constitutes acceptance.
16. Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles, and the parties consent to the exclusive jurisdiction of the courts located in Delaware.
17. General
These Terms, together with any order form and data processing agreement, constitute the entire agreement between the parties regarding the Service. If any provision is found unenforceable, the remaining provisions remain in effect. Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets.
18. Contact
Questions about these Terms can be directed to: legal@getarchon.ai