Terms of Service

2.1 Limited License — Service Access Only

Subject to this Agreement and timely payment of all applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term solely for Customer’s internal business purposes. This license grants access to the Service as an online hosted platform only. Customer receives no license to, ownership of, or rights in the underlying software code, algorithms, data models, or any other components of the Service. The Service is not sold; it is licensed strictly for online use.

2.2 Restrictions

Customer shall not, and shall ensure that its Authorized Users and any third parties do not:

• Copy, reproduce, modify, adapt, translate, or create derivative works based on the Service or any part thereof;
• Reverse engineer, decompile, disassemble, decode, or otherwise attempt to access or derive the source code, object code, underlying structure, ideas, algorithms, or trade secrets of the Service;
• Scrape, crawl, index, or extract data or content from the Service using automated means, bots, spiders, or similar tools without Company's prior written consent;
• Use the Service, or any data, insights, or functionality derived from it, to design, build, develop, market, or otherwise support a product or service that competes, directly or indirectly, with the Service or with Company;
• Sublicense, sell, resell, transfer, assign, distribute, or otherwise make the Service available to any third party outside Customer's organization;
• Remove, obscure, or alter any proprietary rights notices, labels, or marks in or on the Service;
• Use the Service to store or transmit malicious code, viruses, or disruptive data;
• Attempt to gain unauthorized access to any portion of the Service, its related systems, or networks;
• Use the Service in violation of any applicable law or regulation.

4.1 Subscription Fees

Customer agrees to pay all fees specified in the applicable Order Form. All fees are quoted and payable in United States Dollars unless otherwise agreed in writing.

4.2 Automatic Renewal and Billing

Subscriptions are billed in advance on a monthly or annual basis as elected by Customer. Unless Customer cancels at least thirty (30) days before the end of the then-current Subscription Term, the subscription will automatically renew for a successive period equal in length to the expiring term at Company’s then-current list price. Company will notify Customer of the upcoming renewal and any price changes at least thirty (30) days in advance. If Customer provides a valid credit card or ACH authorization, Company may charge such payment method automatically on the renewal date.

4.3 Cancellation

Customer may cancel its subscription at any time by providing written notice to Company at least thirty (30) days prior to the end of the then-current Subscription Term. Cancellation takes effect at the end of the then-current billing period. Cancellation does not entitle Customer to any refund of prepaid fees.

4.4 No Refunds

4.5 Add-On Payments and Usage Overages

If Customer’s usage of the Service exceeds the limits included in the applicable Subscription Plan (including but not limited to user seats, data volume, API calls, or other metered resources), Company may charge Customer for such excess usage at the overage rates specified in the applicable Order Form or, where no rate is specified, at Company’s then-current list rates. Overage charges will be invoiced at the end of the applicable billing period. Company will use commercially reasonable efforts to notify Customer when usage approaches applicable limits, but failure to provide such notice does not waive Company’s right to charge for overages. Customer may request add-on capacity or feature bundles at any time, subject to a separate Order Form or written agreement.

4.6 Taxes

Fees are exclusive of all applicable taxes, levies, or duties. Customer is responsible for all such taxes, excluding taxes on Company’s net income.

4.7 Late Payments and Suspension for Non-Payment

Overdue amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. If any fees (including overage charges) remain unpaid for more than thirty (30) days after the due date, Company may, after providing ten (10) days’ written notice, suspend Customer’s access to the Service. The procedure in this Section 4.7 governs all suspensions arising from non-payment; Section 12.3 governs suspensions arising from other causes. Suspension does not relieve Customer of its payment obligations. Company may terminate this Agreement if payment is not received within thirty (30) days of suspension.

5.1 Uptime Commitment

Company will use commercially reasonable efforts to make the Service available with a monthly uptime of at least ninety-nine percent (99%) (“Uptime Commitment”), measured as: (Available Minutes / Total Minutes in the Calendar Month) x 100. Scheduled maintenance windows, notified at least forty-eight (48) hours in advance, are excluded from uptime calculations.

5.2 Planned Maintenance

Company will use reasonable efforts to schedule maintenance during off-peak hours and will notify Customer at least forty-eight (48) hours in advance of any planned maintenance that may affect availability. Maintenance periods notified in advance are excluded from uptime calculations.

5.3 Cloud Infrastructure Dependency

The Service is hosted on infrastructure provided by enterprise-grade third-party cloud providers (“Cloud Infrastructure”). Service availability is directly dependent on the continued operation of such providers and their underlying infrastructure. Company does not control Cloud Infrastructure and cannot guarantee uninterrupted availability due to events within such systems. Downtime caused directly by Cloud Infrastructure failures, provider maintenance, outages, or other events outside Company’s reasonable control shall not count against Company’s Uptime Commitment and shall not constitute a breach of this Agreement. Company may change its Cloud Infrastructure provider at any time without notice, provided that any replacement provider meets equivalent or higher security and reliability standards.

5.4 Remedy for Uptime Breach

If Company fails to meet the Uptime Commitment in a given calendar month, and Customer submits a written claim within fifteen (15) days after month end, Customer’s remedy shall be a service credit equal to five percent (5%) of the monthly fee for each full percentage point of uptime below 99%, up to a maximum credit of thirty percent (30%) of that month’s fees. Credits are applied to the next invoice and have no cash value.

5.5 Third-Party Services

The Service may integrate with or depend on third-party services beyond the Cloud Infrastructure. Company is not liable for the availability, performance, or security of any such third-party services.

6.1 Customer Ownership of Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Company claims no ownership over Customer Data. Nothing in this Agreement transfers any intellectual property rights in Customer Data to Company.

6.2 License to Process Customer Data

Customer grants Company a limited, non-exclusive, worldwide license to access, process, store, transmit, and use Customer Data solely to: (a) provide and maintain the Service; (b) fulfill Company’s obligations under this Agreement; (c) improve Service performance and stability in an anonymized, aggregated form; and (d) comply with applicable legal obligations. Company will not use Customer Data for any other purpose without Customer’s express written consent.

6.3 Data Storage and Cloud Infrastructure

Customer Data is stored on infrastructure provided by enterprise-grade, third-party cloud providers whose data centers are subject to industry-recognized security certifications and compliance programs (such as SOC 2 and ISO 27001). Company implements commercially reasonable administrative, physical, and technical safeguards to protect Customer Data. Company may change its cloud infrastructure provider at any time, provided any replacement meets equivalent or higher security standards. Company will notify Customer of any material change to its primary cloud infrastructure provider within a reasonable timeframe.

6.4 Security Disclaimer — No Guarantee of Absolute Security

6.5 AI and Machine Learning — No Training on Customer Data

The Service incorporates artificial intelligence and machine learning features to enhance functionality. Company uses AI/ML models to process Customer Data solely for the purpose of delivering the Service to Customer. Company does not use Customer Data to train, fine-tune, improve, or develop any AI or machine learning model, whether proprietary or third-party, without Customer’s prior written consent. Anonymized, aggregated, non-identifiable usage statistics may be used to improve Service performance, but such data will never be traceable to any individual customer or end user.

6.6 International Data Transfers

The Service operates globally and Customer Data may be processed and stored in the United States or other jurisdictions where Company’s cloud infrastructure providers operate. By using the Service, Customer consents to such transfers. Where transfers of personal data from the European Economic Area, United Kingdom, or Switzerland to a third country are required, Company will rely on appropriate safeguards under applicable data protection law, including where applicable the European Commission’s Standard Contractual Clauses (SCCs) or their UK equivalent (IDTA). Company will maintain a current record of the applicable transfer mechanisms and make it available to Customer upon written request.

6.7 Privacy Policy

Company’s collection and use of personal information is further governed by Company’s Privacy Policy, available on Company’s website, which is incorporated into this Agreement by reference.

6.8 Customer Data Access and Post-Termination

During the Subscription Term, Customer may access, view, and copy Customer Data at any time using the standard interface available within the Service. Company does not commit to providing a dedicated data export tool, migration utility, or data transfer service. Upon termination or expiration of this Agreement, Customer’s access to the Service — and therefore to Customer Data — will cease. Company may delete Customer Data in accordance with its standard data retention policies following termination. Note for enterprise customers: the post-termination data access window is a negotiable term and may be extended by mutual written agreement in the applicable Order Form.

8.1 Company Ownership

Company retains all right, title, and interest in and to the Service, Documentation, software, code, algorithms, data models, AI/ML models, user interface designs, and all improvements, enhancements, or derivative works thereof, including all associated intellectual property rights worldwide. No rights are granted to Customer except as expressly stated in this Agreement.

8.2 Feedback

If Customer or its Authorized Users voluntarily submit suggestions, comments, ideas, or other feedback regarding the Service (“Feedback”), Customer acknowledges and agrees — by the act of submitting such Feedback — that Company may freely use and incorporate the Feedback into its products and services without any obligation or compensation to Customer. To the extent any Feedback contains intellectual property rights that would not otherwise transfer by operation of this Agreement, Customer hereby grants Company a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such Feedback for any purpose. Company recommends implementing a click-through acknowledgment at the point of Feedback submission to evidence this consent, particularly for customers subject to EU data protection law.

8.3 Aggregated Usage Data

Company may collect and use anonymized, aggregated data derived from Customer’s use of the Service to improve the Service. Such data will not identify Customer or any individual user.

9.1 Company Warranties

Company warrants that: (a) the Service will perform materially in accordance with the Documentation; and (b) Company will implement commercially reasonable security measures to protect Customer Data.

9.2 Customer Warranties

Customer warrants that: (a) it has all necessary rights and permissions to submit Customer Data to the Service; (b) Customer Data does not infringe any third-party intellectual property, privacy, or other rights; and (c) Customer will use the Service in compliance with all applicable laws and regulations.

9.3 Disclaimer of Warranties

10.1 Cloud Infrastructure and Third-Party Services

10.2 Exclusion of Consequential Damages

10.3 Liability Cap

Each party’s total cumulative liability arising out of or related to this Agreement, whether based in contract, tort, strict liability, or any other legal theory, shall not exceed the total fees actually paid by Customer to Company in the twelve (12) calendar months immediately preceding the event giving rise to the claim.

10.4 Exceptions

The limitations in Sections 10.1 through 10.3 do not apply to: (a) Customer’s payment obligations; (b) either party’s indemnification obligations under Section 11; (c) Customer’s breach of Section 2.2 (Restrictions); or (d) either party’s liability for gross negligence, willful misconduct, or fraud.

11.1 By Company

Company will defend Customer against any third-party claim alleging that the Service, as provided by Company and used by Customer in accordance with this Agreement, infringes such third party’s intellectual property rights, and will pay damages and reasonable legal costs finally awarded against Customer. This obligation does not apply where the claim arises from Customer’s modification of the Service, use in combination with products not provided by Company, or Customer’s continued use after Company has notified Customer of a required modification.

11.2 By Customer

Customer will defend, indemnify, and hold harmless Company from any third-party claim arising from: (a) Customer Data, including any claim that Customer Data violates applicable law or infringes any third-party rights; (b) Customer’s violation of applicable law or regulation; (c) Customer’s material breach of this Agreement; or (d) Customer’s use of the Service in a manner not authorized by this Agreement and not directed, approved, or instructed by Company. For the avoidance of doubt, Customer’s indemnification obligation does not extend to claims arising from actions that Company expressly directed, approved in writing, or caused.

11.3 Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) provide reasonable cooperation at the indemnifying party’s expense; and (c) grant the indemnifying party sole control of the defense and settlement, provided that any settlement that imposes obligations on the indemnified party requires its prior written consent.

12.1 Term

This Agreement commences on the date Customer first accepts it and continues until all Subscription Terms have expired or been terminated.

12.2 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving written notice.

12.3 Immediate Suspension or Termination by Company

Except for non-payment (which is governed by Section 4.7), Company may immediately suspend or terminate Customer’s access to the Service, without notice or liability, if: (a) Customer violates Section 2.2 (Restrictions), including unauthorized use, scraping, reverse engineering, or competitive use; (b) Customer’s use poses a material security risk to Company, the Service, or other customers; (c) Customer provides false or misleading registration information; or (d) applicable law or government order requires suspension or termination.

12.4 Termination for Insolvency

Either party may immediately terminate this Agreement if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings.

12.5 Effect of Termination

Upon termination: (a) all licenses granted under this Agreement immediately cease; (b) Customer must cease all use of the Service; (c) each party shall promptly return or destroy the other party’s Confidential Information; and (d) all accrued payment obligations remain due and payable.

12.6 Survival

Sections 4 (Fees), 6.1 (Customer Ownership), 7 (Confidentiality), 8 (Intellectual Property), 9.3 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12.5 (Effect of Termination), and 13 (General Provisions) survive any termination or expiration of this Agreement.

13.1 Governing Law

This Agreement is governed exclusively by the laws of the State of Nevada, United States of America, without regard to its conflict of law principles. Each party irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Nevada for the resolution of any dispute not subject to arbitration under Section 13.2.

13.2 Dispute Resolution, Arbitration, and Class Action Waiver

The parties agree to attempt in good faith to resolve any dispute informally within thirty (30) days of written notice. If unresolved, the dispute shall be submitted to final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules, conducted in English in the State of Nevada. Each party bears its own attorney’s fees unless the arbitrator awards otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

13.3 Global Compliance — Customer Responsibility

The Service is made available globally. Customer is solely responsible for ensuring that its access to and use of the Service complies with all applicable laws and regulations in the jurisdictions where Customer and its Authorized Users operate, including without limitation data protection laws (such as GDPR, CCPA, and equivalents), export control laws, sanctions regulations, and any industry-specific compliance requirements. Company makes no representation that the Service is appropriate or lawful for use in any particular jurisdiction outside the United States. If local laws restrict or prohibit use of any feature, Customer bears full responsibility and must not use that feature.

13.4 Export Compliance

Customer shall comply with all applicable export control laws and regulations, including U.S. Export Administration Regulations and economic sanctions administered by the U.S. Office of Foreign Assets Control. Customer represents that it is not located in a country subject to a U.S. government embargo and is not listed on any U.S. government restricted-party list.

13.5 Entire Agreement

This Agreement, together with all executed Order Forms and the Privacy Policy, constitutes the entire agreement between the parties with respect to the Service and supersedes all prior or contemporaneous negotiations, representations, warranties, and understandings, whether written or oral.

13.6 Amendments

Company may update these Terms at any time by posting a revised version and providing Customer with at least thirty (30) days’ prior written notice by email or in-product notification. Notice is required for all updates, regardless of their scope. Continued use of the Service after the effective date of any update constitutes Customer’s acceptance of the revised Terms. If Customer objects to any change, its sole remedy is to terminate the Agreement in accordance with Section 12 before the effective date of the change.

13.7 Waiver and Severability

Failure by either party to enforce any provision of this Agreement does not constitute a waiver of future enforcement. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions continue in full force and effect.

13.8 Assignment

Customer may not assign or transfer this Agreement or any rights hereunder without Company’s prior written consent. Company may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

13.9 Force Majeure

Neither party is liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government actions, civil unrest, labor disputes, or internet or power outages. The affected party must provide prompt written notice and use commercially reasonable efforts to resume performance.

13.10 Notices

All notices under this Agreement shall be in writing and delivered by email with confirmed receipt or by overnight courier. Notices to Company shall be sent to: legal@bizone.ai. Notices to Customer shall be sent to the email address on record in Customer’s account.

13.11 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between the parties.