Terms of Service

1. Definitions

• “Authorized Users” means your employees, contractors, and agents whom you permit to use the Service.
• “Customer Data” means data, content, agent definitions, workflows, prompts, and outputs that you or your Authorized Users submit to or generate through the Service.
• “Documentation” means the usage guides and reference materials we make available for the Service.
• “Order Form” means an ordering document or online registration specifying the plan, term, and fees.

2. The Service and License

Subject to these Terms and payment of applicable fees, Arthavortex grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term solely for your internal business purposes.

We may update, improve, or modify the Service from time to time. We will not materially reduce the core functionality of a paid subscription during its term without providing a materially equivalent alternative.

3. Accounts and Registration

You are responsible for the accuracy of registration information, for maintaining the confidentiality of credentials, and for all activity that occurs under your accounts. You must promptly notify us of any unauthorized use.

You are responsible for your Authorized Users’ compliance with these Terms.

4. Acceptable Use

You agree not to, and not to permit any Authorized User or third party to:

• use the Service in violation of any applicable law or regulation, or to infringe the rights of others;
• upload or generate unlawful, harmful, or infringing content, or content that violates privacy or intellectual-property rights;
• attempt to gain unauthorized access to the Service, other tenants’ data, or its underlying systems, or to circumvent tenant isolation, rate limits, or usage controls;
• reverse engineer, decompile, or attempt to derive source code from the Service except as permitted by law;
• use the Service to build a competing product, or to develop foundation models using our outputs in a manner prohibited by these Terms;
• deploy agents that take autonomous actions in violation of law or without appropriate human oversight where required.

5. Customer Data and Ownership

As between the parties, you retain all right, title, and interest in and to your Customer Data, including your agent definitions, workflows, and outputs. You grant Arthavortex a limited license to host, process, and transmit Customer Data solely to provide and support the Service.

We do not use your Customer Data to train shared or foundation models offered to other customers. Any model improvement scoped to your tenant is performed only within your environment and under your control.

You are responsible for the accuracy, quality, and legality of Customer Data and for obtaining all rights and consents necessary for us to process it.

6. Intellectual Property

The Service, including all software, models, interfaces, and Documentation, and all associated intellectual-property rights, are and remain the exclusive property of Arthavortex and its licensors. Except for the rights expressly granted here, no rights are transferred to you.

Feedback you provide about the Service may be used by us without restriction or obligation.

7. AI Outputs and Reliance

The Service uses AI systems that generate outputs and can take actions across connected systems. AI outputs may be inaccurate, incomplete, or unsuitable for a given purpose. You are responsible for reviewing outputs, configuring appropriate guardrails and approvals, and determining suitability before relying on or acting upon them.

You should not use AI outputs as the sole basis for decisions that require professional judgment (including legal, medical, or financial advice) without appropriate human review.

8. Third-Party Services and Integrations

The Service can connect to third-party systems and models that you choose to enable. Your use of those third-party services is governed by their own terms, and Arthavortex is not responsible for their availability, security, or outputs.

9. Fees and Payment

Fees, billing frequency, and payment terms are set out in the applicable Order Form or MSA. Unless otherwise stated, fees are non-refundable and exclusive of taxes. Late amounts may accrue interest and may result in suspension as described below.

10. Confidentiality

Each party may receive confidential information of the other. The receiving party will use the disclosing party’s confidential information only to perform under these Terms and will protect it with at least a reasonable standard of care. Customer Data is your confidential information.

11. Warranties and Disclaimers

We will provide the Service in a professional and workmanlike manner consistent with the applicable Documentation and any service levels in your MSA.

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARTHAVORTEX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT AI OUTPUTS WILL BE ACCURATE OR ERROR-FREE.

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 FOR LOST PROFITS OR REVENUES, ARISING OUT OF OR RELATED TO THE SERVICE.

EXCEPT FOR YOUR PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

You will defend and indemnify Arthavortex against third-party claims arising from your Customer Data or your use of the Service in violation of these Terms. Arthavortex will defend and indemnify you against third-party claims that the Service, as provided, infringes that third party’s intellectual-property rights, subject to the limitations in your MSA.

14. Term, Termination, and Suspension

These Terms apply for the duration of your subscription. Either party may terminate for material breach that remains uncured after written notice. We may suspend access where necessary to protect the Service, other customers, or to address a violation of Section 4.

Upon termination, your right to use the Service ends and, on request made within a reasonable period, we will make Customer Data available for export before deletion in accordance with our retention practices.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of Georgia, USA, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Atlanta, Georgia, except that either party may seek injunctive relief in any court of competent jurisdiction.

16. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice, such as by posting the updated Terms with a new “last updated” date. Continued use of the Service after changes take effect constitutes acceptance.

17. Contact

Questions about these Terms can be sent to legal@arthavortex.com. Arthavortex is headquartered in Atlanta, Georgia, USA.