Terms of Service

1.1 Binding Agreement

These Terms, together with any and all Order Forms executed by you and Iseer & Co., and all documents incorporated by reference herein, constitute the entire and exclusive understanding and agreement (the "Agreement") between Iseer & Co. and you regarding the Services. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the full legal authority to bind that entity and its Affiliates to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the Services.

1.2 Incorporated Documents

Your use of the Services is also subject to the following additional policies, which are hereby incorporated by reference into and made a part of these Terms. By agreeing to these Terms, you also agree to the terms of the following documents:

This modular structure of legal documents is designed to provide both stability in our core commercial relationship and the necessary flexibility to update operational policies, such as our AUP, in response to the rapid evolution of AI technology and the global regulatory landscape.

1.3 Order of Precedence

In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence will apply: (1) the applicable Order Form; (2) these Terms; (3) the Data Processing Addendum; (4) the Service Level Agreement; (5) the Privacy Policy; and (6) the Acceptable Use Policy.

3.1 Provision of Services and Access Rights

Subject to your compliance with this Agreement and payment of all applicable fees, Iseer & Co. grants you a limited, non-exclusive, non-transferable, non-sublicensable, worldwide right and license during the Subscription Term to access and use the Services and Documentation solely for your internal business purposes, in accordance with the terms of the applicable Order Form. The Services are provided on a subscription basis and are not sold. Iseer & Co. reserves all rights not expressly granted to you in this Agreement.

3.2 Account Management and Security

You are responsible for creating and managing the accounts of your Authorized Users. You are also responsible for all activities that occur under your account and the accounts of your Authorized Users. You agree to maintain the confidentiality of all account credentials and to implement reasonable security practices to prevent unauthorized access. You will notify Iseer & Co. immediately of any known or suspected unauthorized use of your account or any other breach of security.

3.3 Service Level Agreement (SLA)

Iseer & Co. will provide the Services in accordance with the Service Level Agreement, which is incorporated herein by reference. The SLA sets forth our commitments regarding service availability (uptime), performance, and support response times. Should we fail to meet these commitments, you may be eligible for service credits as described in the SLA, which will be your sole and exclusive remedy for any such failure.

3.4 Beta Services

From time to time, Iseer & Co. may invite you to try pre-release, beta, or trial services ("Beta Services"). You may accept or decline any such trial in your sole discretion. Beta Services are provided for evaluation purposes only and not for production use. They are provided "AS-IS" without any warranties, indemnities, or SLAs of any kind. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. You are strictly prohibited from using any production data, Confidential Information, or Protected Health Information (as defined under HIPAA) with any Beta Services.

4.1 Ownership and Control of Customer Content

As between you and Iseer & Co., you are and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Content. You grant Iseer & Co. and its Affiliates a limited, non-exclusive, worldwide, royalty-free license to access, process, store, transmit, and otherwise use your Customer Content solely for the purpose of providing, maintaining, and improving the Services for you, and as otherwise required by law.

4.2 Our Data Processing Obligations (The "No Model Training" Commitment)

Iseer & Co. provides a fundamental commitment to its commercial customers regarding the sanctity of their proprietary data. We will NOT use your Customer Content, including any Inputs you provide or Outputs you generate, to train, retrain, improve, or otherwise develop our AI Systems or any other artificial intelligence or machine learning models, whether for our own purposes or for any third party. This commitment is a core tenet of our commercial offering and is designed to provide you with the highest level of data confidentiality and control. Your Customer Content is processed exclusively to provide the Services to you, to monitor for and prevent security incidents and violations of our AUP, and to comply with applicable legal obligations. While data may be temporarily cached to enhance performance during your active sessions, it is logically isolated and is not incorporated into any general or shared model training datasets.

4.3 Data Security and Compliance Certifications

Iseer & Co. is committed to maintaining a robust information security program. We implement and maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Content. Our security measures include, but are not limited to, encryption of data at rest (using standards such as AES-256) and in transit (using TLS 1.2 or higher).To provide independent validation of our security and privacy posture, our information security management system (ISMS) is certified against leading industry standards. Iseer & Co. maintains the following certifications, and reports are available to customers upon request and subject to a non-disclosure agreement:

These certifications are not merely compliance markers; they represent audited, third-party attestation of the operational effectiveness of the controls we have in place to enforce our commitments, including the "No Model Training" promise. This provides our enterprise customers with verifiable assurance that their data is handled according to the highest standards of security and confidentiality.

4.4 Data Privacy and Data Processing Addendum (DPA)

To the extent that Iseer & Co. processes any Personal Data contained within Customer Content on your behalf, the terms of our Data Processing Addendum (DPA) shall apply. The DPA is incorporated by reference into these Terms and is available on our website. The DPA sets out our respective obligations as required by applicable data protection laws, such as the GDPR and CCPA/CPRA, and details our commitments regarding data subject rights, security breach notifications, and international data transfers.

5.1 Iseer & Co. IP

Iseer & Co. and its licensors are and will remain the sole and exclusive owners of all right, title, and interest in and to the Services, Documentation, and all underlying software, technology, algorithms, models, and know-how, including all derivatives, modifications, and improvements thereto and all associated Intellectual Property Rights.

5.2 Customer IP

You retain all of your pre-existing right, title, and interest in and to your Intellectual Property Rights, including your Confidential Information and Customer Content.

5.3 Ownership of Output

A key benefit of our commercial service is the clear ownership structure for generated content. As between the parties, and subject to your compliance with this Agreement, you own all right, title, and interest in and to the Output. To the extent Iseer & Co. may have any rights in the Output, Iseer & Co. hereby irrevocably assigns to you all such right, title, and interest. This assignment of ownership contractually establishes you as the legal owner of the Output, which in turn forms the basis of your responsibility for its use. You are therefore required to evaluate all Output for accuracy, appropriateness, and legal compliance before any use or distribution. You acknowledge that due to the nature of machine learning, Output may not be unique, and other users may receive the same or similar Output. This assignment does not extend to the Output of other users.

5.4 Customer Feedback

If you or your Authorized Users provide any suggestions, ideas, enhancement requests, or other feedback to Iseer & Co. regarding the Services ("Feedback"), you grant Iseer & Co. a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, incorporate, and commercialize such Feedback in any manner without restriction, attribution, or compensation to you.

6.1 Definition and Scope of Confidential Information

Confidential Information" means all information disclosed by a Discloser to a Recipient that is designated as confidential or that reasonably should be understood to be confidential. This includes, but is not limited to, business and marketing plans, technology and technical information, product plans and designs, and business processes. Iseer & Co.'s Confidential Information includes the non-public aspects of the Services, and your Confidential Information includes your Customer Content.

6.2 Protection of Confidential Information

The Recipient agrees to: (i) use the Discloser's Confidential Information solely for the purpose of performing its obligations under this Agreement; and (ii) protect the Discloser's Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

6.3 Permitted Disclosures and Exclusions

The Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives who have a need to know such information for purposes of this Agreement, provided they are bound by confidentiality obligations at least as protective as those herein. A Recipient's confidentiality obligations will not apply to information that: (a) was already known to the Recipient without a confidentiality obligation; (b) is or becomes publicly known through no wrongful act of the Recipient; (c) was rightfully received from a third party without a breach of any confidentiality obligation; or (d) was independently developed by the Recipient without use of the Discloser's Confidential Information. The Recipient may also disclose Confidential Information to the extent required by law or a court order, provided the Recipient gives the Discloser prompt written notice (if legally permitted) and cooperates with the Discloser's efforts to obtain a protective order.

7.1 Subscription Fees and Payment Terms

You agree to pay all fees specified in the applicable Order Form(s) ("Fees"). Unless otherwise stated in the Order Form, all Fees are quoted and payable in United States dollars, payment obligations are non-cancelable, and fees paid are non-refundable. Fees are due within 30 days from the invoice date. Late payments will be subject to interest at a rate of 1.5% per month or the highest rate permitted by law, whichever is lower.

7.2 Taxes

Our Fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever ("Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder, excluding only taxes based on our net income.

7.3 Automatic Renewals and Price Changes

Unless otherwise specified in an Order Form, your subscription will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other written notice of non-renewal at least 30 days before the end of the relevant term. We will provide you with notice of any changes to the Fees at least 60 days prior to the start of the applicable renewal term. In compliance with applicable laws such as California's Automatic Renewal Law, we will provide clear and conspicuous notice of the renewal terms and provide an easy-to-use mechanism for cancellation.

8.1 General Responsibilities

You are responsible for all activities conducted under your and your Authorized Users' accounts and for your Authorized Users' compliance with this Agreement. You are solely responsible for the legality, accuracy, and quality of your Customer Content and for ensuring you have all necessary rights and consents to provide it to us. You acknowledge that the Services are powered by AI Systems and that Outputs may be inaccurate, incomplete, or offensive. You agree to evaluate all Outputs for accuracy and suitability for your use case, including implementing human review as appropriate, before using, relying on, or sharing any Output.

8.2 Acceptable Use Policy (AUP)

You agree not to use, and not to permit your Authorized Users to use, the Services for any purpose that is illegal, harmful, or otherwise violates our Acceptable Use Policy, which is incorporated by reference. Prohibited activities include, but are not limited to: generating content that is hateful, harassing, or violent; engaging in spamming, phishing, or distributing malware; infringing upon the intellectual property or privacy rights of others; and engaging in fraudulent or deceptive practices.

8.3 Restrictions on High-Risk Use Cases

The Services are not designed or intended for use in activities that could lead to death, personal injury, or severe property or environmental damage ("High-Risk Use"). Furthermore, you agree not to use the Services for certain high-risk applications that could have a material impact on an individual's rights or well-being without ensuring robust, meaningful human oversight, validation, and final decision-making authority. This restriction is a critical safeguard aligned with emerging global regulations, such as the EU AI Act, which categorizes AI systems based on risk. Accordingly, you may not use the Services for the following purposes without implementing such human-in-the-loop controls:

By explicitly restricting these uses, we contractually mitigate the risk of misuse in sensitive domains and align our terms with a forward-looking, responsible governance framework that sophisticated enterprise customers expect and require for their own compliance obligations.

9.1 Agreement Term

This Agreement commences on the Effective Date and continues until all Subscription Terms under all Order Forms have expired or have been terminated.

9.2 Termination Rights

Either party may terminate this Agreement for cause upon 30 days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period. Either party may also terminate this Agreement for convenience by providing written notice of non-renewal at least 30 days prior to the end of the then-current Subscription Term.

9.3 Effect of Termination and Data Handling

Upon any termination or expiration of this Agreement, all your rights to access and use the Services will immediately cease. You must promptly pay any unpaid Fees due through the end of the Subscription Term. For a period of 30 days following termination, we will make your Customer Content available for you to export. After such 30-day period, we will have no obligation to maintain or provide any Customer Content and will thereafter securely delete or destroy all copies of your Customer Content in our systems, in accordance with our data retention policies and applicable law.

9.4 Suspension of Services

We reserve the right to suspend your or any Authorized User's access to the Services immediately, without prior notice, if we reasonably believe that: (a) your use of the Services poses a direct or indirect threat to the security, integrity, or availability of our systems or those of any other customer; (b) you are in breach of the Acceptable Use Policy; or (c) suspension is required to comply with applicable law or a government request.

10.1 Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement and that it will comply with all laws and regulations applicable to its provision or use of the Services, respectively.

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES, DOCUMENTATION, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND ISEER & CO. AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ISEER & CO. DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, RELIABLE, OR ERROR-FREE. YOU ACKNOWLEDGE AND AGREE THAT, GIVEN THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE, USE OF THE SERVICES MAY RESULT IN OUTPUT THAT IS INCORRECT OR DOES NOT ACCURATELY REFLECT REAL FACTS, PEOPLE, OR PLACES. YOU AGREE THAT ANY USE OF OR RELIANCE ON OUTPUTS IS AT YOUR SOLE RISK, AND YOU WILL NOT RELY ON OUTPUTS AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

11.1 Exclusion of Indirect and Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

11.2 Monetary Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S AND ITS AFFILIATES' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO ISEER & CO. FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Carve-outs from Limitations

The limitations and exclusions set forth in this Section 11 will not apply to: (a) a party's indemnification obligations under Section 12; (b) a party's breach of its confidentiality obligations under Section 6; (c) liability arising from a party's gross negligence or willful misconduct; or (d) your payment obligations under Section 7.

12.1 Indemnification by Iseer & Co.

Iseer & Co. will defend you against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that your authorized use of the Services (excluding Customer Content and Outputs) infringes or misappropriates such third party's Intellectual Property Rights (a "Claim Against Customer"), and will indemnify you for any damages, attorney fees, and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of, a Claim Against Customer.

12.2 Indemnification by Customer

You will defend Iseer & Co. against any claim, demand, suit, or proceeding made or brought against Iseer & Co. by a third party: (a) arising from or related to your Customer Content; (b) alleging that your use of any Output in combination with other data or materials, or your use of the Services in a manner not authorized by this Agreement, infringes or misappropriates such third party's rights; or (c) arising from your breach of the Acceptable Use Policy or applicable law (a "Claim Against Iseer"). You will indemnify Iseer & Co. for any damages, attorney fees, and costs finally awarded against Iseer & Co. as a result of, or for any amounts paid by Iseer & Co. under a court-approved settlement of, a Claim Against Iseer.

12.3 Indemnification Procedures

The indemnifying party's obligations are conditioned on the indemnified party: (a) promptly giving written notice of the claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim unless it unconditionally releases the indemnified party of all liability); and (c) providing to the indemnifying party all reasonable assistance, at the indemnifying party's expense.

13.1 Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, for any action arising out of or relating to this Agreement that is not subject to arbitration.

13.2 Dispute Resolution, Arbitration, and Class Action Waiver

The parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good-faith negotiations. If the dispute is not resolved within 30 days, it shall be referred to and finally resolved by binding arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The parties agree that any arbitration will be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. Such waivers are generally enforceable in commercial agreements between sophisticated parties.

13.3 Notices

All notices under this Agreement must be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; or the day after it is sent, if sent for next-day delivery by recognized overnight delivery service.

13.4 Entire Agreement, Assignment, and Force Majeure

This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld). Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, such as acts of God, war, or natural disaster.

15.1 Vulnerability Disclosure Policy (VDP)

Iseer & Co. is committed to the security of our Services and values the contributions of the security research community. Our Vulnerability Disclosure Policy (VDP) provides a framework for researchers to identify and report security vulnerabilities in a responsible manner. We provide a "safe harbor" commitment, meaning we will not initiate legal action against individuals who conduct security research within the guidelines and scope of our policy. For detailed procedures on how to report a vulnerability, please review our full Vulnerability Disclosure Policy.

15.2 Law Enforcement Request Policy

Iseer & Co. is committed to protecting our customers' privacy and data. Our Law Enforcement Request Policy outlines our procedures for responding to governmental and law enforcement requests for user information. We require valid and binding legal process, such as a subpoena, court order, or search warrant, before we will consider disclosing any customer data. We carefully review each request to ensure it complies with applicable laws and is not overly broad. It is our policy to notify our customers of any request for their data prior to disclosure, unless we are explicitly prohibited from doing so by law or a court order.