Terms of Service

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or an entity, "you" or "Customer") and a37 Inc. ("a37," "we," "us," or "our") governing your access to and use of our process intelligence platform, AI systems, and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, do not access or use the Services.

Definitions

• "Customer Data" means all data, information, and materials submitted by you to the Services, including operational data, process information, and business data.
• "Digital Twin" means the dynamic operational model generated by our platform based on your Customer Data.
• "Authorized Users" means your employees, contractors, and agents who are authorized to use the Services under your account.
• "Documentation" means our user guides, technical documentation, and other materials we provide regarding the Services.

Access and Use of Services

License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services solely for your internal business operations during the subscription term.

Acceptable Use

You agree not to:

• Use the Services in any way that violates applicable laws or regulations
• Attempt to reverse engineer, decompile, or disassemble the Services
• Use the Services to develop competing products or services
• Interfere with or disrupt the integrity or performance of the Services
• Access the Services using unauthorized means or circumvent security measures
• Share your account credentials or allow unauthorized access
• Upload malicious code, viruses, or harmful content
• Use the Services to process data of third parties without proper authorization

Account Responsibility

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized access or security breach.

Customer Data and Privacy

Your Data Rights

You retain all rights, title, and interest in and to your Customer Data. You grant us a limited license to use, process, and analyze Customer Data solely to provide the Services and generate insights, recommendations, and the Digital Twin.

Your Responsibilities

You represent and warrant that:

• You have all necessary rights and permissions to provide Customer Data to us
• Customer Data does not violate any third-party rights or applicable laws
• You have obtained all necessary consents for us to process personal data in Customer Data
• Customer Data does not contain any viruses or malicious code

Data Processing

We will process Customer Data in accordance with our Privacy Policy and applicable data protection laws. Where applicable, our Data Processing Agreement (DPA) shall govern the processing of personal data.

Intellectual Property Rights

Our Rights

The Services, including all software, algorithms, AI models, user interfaces, and Documentation, are owned by a37 and protected by intellectual property laws. We reserve all rights not expressly granted in these Terms.

Usage Data and Improvements

We may collect and analyze aggregated, anonymized usage data to improve our Services, develop new features, and train our AI models. Such anonymized data shall be our property and may be used for any lawful purpose.

Feedback

If you provide feedback, suggestions, or ideas about the Services, we may use such feedback without any obligation to you, including incorporating it into our Services without restriction or compensation.

Fees and Payment

Subscription Fees

You agree to pay all fees according to the pricing plan and payment terms agreed upon in your order or subscription agreement. Fees are non-refundable except as expressly stated in these Terms or required by law.

Payment Terms

• All fees are due in advance unless otherwise specified
• Fees are exclusive of taxes; you are responsible for all applicable taxes
• We may suspend access for non-payment after reasonable notice
• Price changes will be communicated at least 30 days in advance

Free Trials

We may offer free trial periods. At the end of the trial, your access will terminate unless you purchase a subscription. We reserve the right to limit trial eligibility.

Term and Termination

Subscription Term

Your subscription begins on the date specified in your order and continues for the subscription period. Subscriptions automatically renew for successive periods unless you cancel before the renewal date.

Termination

Either party may terminate:

• For convenience with 30 days' written notice (subject to refund terms in your agreement)
• Immediately if the other party materially breaches these Terms and fails to cure within 15 days
• Immediately if the other party becomes insolvent or enters bankruptcy proceedings

Effect of Termination

Upon termination:

• Your access to the Services will cease immediately
• We will provide you with an export of your Customer Data within 30 days if requested
• We may delete your Customer Data after 90 days unless legally required to retain it
• All payment obligations for the then-current term remain due
• Provisions that by their nature should survive will continue in effect

Warranties and Disclaimers

Service Level

We will use commercially reasonable efforts to make the Services available with 99.5% uptime, excluding scheduled maintenance and events beyond our reasonable control. Specific SLA terms may be detailed in your service agreement.

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, or completely secure. AI-generated recommendations and insights should be reviewed by qualified professionals before implementation.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL A37, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO A37 IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR $1,000 IF NO FEES HAVE BEEN PAID.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you.

Indemnification

You agree to indemnify, defend, and hold harmless a37 and its officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your Customer Data; (c) your violation of these Terms; or (d) your violation of any rights of another party.

Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and use it only as necessary to perform under these Terms. "Confidential Information" includes non-public technical and business information, including Customer Data and our proprietary technology.

Confidential Information does not include information that: (a) is publicly available through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) is rightfully obtained from a third party without breach of confidentiality obligations.

General Provisions

Changes to Terms

We may modify these Terms at any time. Material changes will be notified via email or through the Services at least 30 days before taking effect. Your continued use after changes take effect constitutes acceptance.

Governing Law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. Any disputes shall be resolved in the state or federal courts located in Delaware.

Dispute Resolution

Before filing a claim, you agree to try to resolve the dispute informally by contacting us. If a dispute is not resolved within 60 days, either party may initiate formal proceedings.

Entire Agreement

These Terms, together with your order or subscription agreement and our Privacy Policy, constitute the entire agreement between you and a37 regarding the Services and supersede all prior agreements and understandings.

Severability

If any provision of these Terms is found to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction. Any attempted unauthorized assignment shall be void.

Contact Us

If you have questions about these Terms of Service, please contact us: