Terms of Use

• "Authorized User" means an individual who accesses the Services under a Customer's subscription or access grant.
• "Customer" means an organization that subscribes to or otherwise enables access to the Services, whether under a Customer Agreement or under an Order Form that references these Terms.
• "Customer Data" means information that a Customer or its Authorized Users submit to, store in, or generate within the Services, and that we process on the Customer's behalf.
• "Inputs" means the prompts, queries, instructions, files, and other content you submit to the Services.
• "Outputs" means the results, responses, summaries, analyses, and other content the Services generate from Inputs or other data.
• "Documentation" means the usage guides and materials we make available for the Services.
• "Order Form" means an ordering document or online purchase flow that specifies the subscription, plan, fees, and scope, whether or not under a separate Customer Agreement.
• Capitalized terms not defined here have the meanings given in the applicable Customer Agreement, the Data Processing Addendum, or our Acceptable Use Policy.

You must be at least eighteen (18) years old and able to form a binding contract to use the Services. You agree to provide accurate, current, and complete registration information and to keep it updated. You are responsible for safeguarding any access methods or credentials provided to you (for example, passwords, API keys, or unique access links), for keeping them confidential, and for all activity that occurs under your account or access, whether or not authorized by you, except to the extent caused by our failure to maintain commercially reasonable security controls as described in the applicable Customer Agreement or Data Processing Addendum. You will notify us promptly at info@osoru.io of any actual or suspected unauthorized use or security breach affecting your account. We may refuse, suspend, or terminate accounts that contain inaccurate information, that are used in violation of these Terms, or as otherwise permitted below. You may not share an account or transfer it to anyone else without our consent.

Subject to these Terms and, where applicable, the Customer Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services and Documentation for your internal business purposes during the term of your authorized access. The Services are licensed, not sold, and we and our licensors reserve all rights not expressly granted in these Terms. You will use the Services only in accordance with these Terms, the Documentation, the Customer Agreement, any applicable Order Form, and applicable law.

You may submit Inputs to the Services and receive Outputs. As between you and the Company, Inputs and Outputs that constitute Customer Data are owned and controlled by the relevant Customer, and our handling of Customer Data is governed by the Customer Agreement and the Data Processing Addendum, not by these Terms. You are responsible for your Inputs and for your use of Outputs, including for ensuring that you have all rights, consents, and authority necessary to submit your Inputs and to use the Outputs, and that your Inputs and your use of Outputs comply with applicable law and any agreement that applies to you. You will not submit to the Services any data that you are not authorized to provide, and you will not submit special-category, sensitive, or otherwise regulated data except as expressly permitted by the Customer Agreement, the Data Processing Addendum, and any Order Form authorization. If you are not using the Services under a Customer Agreement and Data Processing Addendum, you must not submit any special-category, sensitive, or otherwise regulated data. You are responsible for maintaining your own copies of your important data. The Services are not intended to be your sole system of record or backup service, and any specific data-retention, export, or backup commitments apply only where expressly set out in an Order Form, Customer Agreement, or Data Processing Addendum. We design the Services so that Customer Data can be exported in standard, machine-readable formats, and we will not use technical measures to lock a Customer's data in. In a business context, "your data" means the Customer's data: what you submit for your organization belongs to your organization. Until a Customer Agreement and Data Processing Addendum are in place for a Customer, we handle that Customer's Customer Data under the confidentiality and security standards of these Terms, we do not sell it, and we do not use it to train artificial-intelligence models.

Subject to the rights of any applicable Customer in Customer Data, as between you and us you may use Outputs for your internal business purposes under these Terms, and we retain all right, title, and interest in the Services and the models that generate Outputs. As between you and us, and subject to the license you grant below, you retain any rights you have in Inputs and Outputs that are not Customer Data. To the extent you have any rights in Inputs or Outputs that are not Customer Data, you grant us a non-exclusive, worldwide, royalty-free license to host, store, copy, process, transmit, and display those Inputs and Outputs solely to (a) provide, maintain, secure, and support the Services, (b) prevent or address security, technical, or support issues, and (c) comply with applicable law. For clarity, our rights and obligations with respect to Customer Data, including any license necessary to perform the Services, are governed exclusively by the applicable Customer Agreement and Data Processing Addendum. We may also create and use de-identified and aggregated information derived from use of the Services for analytics and to operate, secure, and improve the Services, but not to train or improve artificial-intelligence models unless separately agreed in writing, and provided it does not identify you or any individual.

Your use of the Services is subject to our Acceptable Use Policy at osoru.io/legal/acceptable-use, which is incorporated into these Terms. The Acceptable Use Policy sets out the specific restrictions on use of the Services, including the general restrictions in its Section 1. You will comply with it, and you will not permit any Authorized User or third party to violate it.

The Services use artificial intelligence to generate Outputs from data. Your use of the AI features is subject to the AI-specific restrictions in Section 2 of the Acceptable Use Policy, which is incorporated into these Terms.

You acknowledge that Outputs are generated by automated systems and may be inaccurate, incomplete, or inconsistent. The Services and Outputs do not constitute legal, tax, insurance, financial, or other professional advice, and we do not act as your fiduciary or professional adviser; you are responsible for obtaining professional advice from qualified professionals. You are responsible for reviewing and verifying Outputs before relying on them, and for ensuring that any use of Outputs to make decisions about individuals is implemented in compliance with applicable law, including any requirements for human involvement or review.

We do not use the records you keep in the Services, or your Inputs and interactions, to train, fine-tune, or improve artificial-intelligence models, and we do not sell them. We may use de-identified and aggregated information to operate, secure, and improve the Services, but not to train or improve artificial-intelligence models unless separately agreed in writing. If we later use personal information to train or improve artificial-intelligence models, we will do so only with your permission. We do not use the content of Customer Data to train our models except under a separate signed agreement. Our handling of Inputs, Outputs, and interaction data is described in our Privacy Policy and, for Customer Data, in the applicable Customer Agreement and Data Processing Addendum once in place; until then, Section 4 describes how we handle that Customer's Customer Data. Where we send Customer Data to a third-party artificial-intelligence provider that we select to operate the Services, we use that provider only under configurations or written terms that prohibit it from using Customer Data to train or improve its own general-purpose models, except where that Customer has given written permission. Where a Customer connects an artificial-intelligence provider or another destination of its own choosing, the settings and terms that Customer has with that provider govern what it does with the information it receives.

Agents, automations, and connections. Customers and Authorized Users may create, configure, enable, and run agents and automations in the Services, and may connect third-party services and accounts to them. We treat every configuration and instruction entered under a Customer's account, by any of its Authorized Users, as an instruction from that Customer. You are responsible for the instructions, permissions, approval settings, destinations, and connected accounts you configure; for the actions agents and automations take under that configuration; and for reviewing their Outputs before relying on them. Where you configure an agent, automation, or connection to send Customer Data or other information outside the Services, we make that transfer on your instructions, you are responsible for having the rights and consents to make it, and the receiving service's terms govern the information it receives, including any retention or training settings you select there; our commitments about training and selling describe our own use of information, not a destination's. We are not responsible for the acts, omissions, or security of destinations you select, or for the consequences of instructions you give. Agents, automations, and connections may continue to act on stored credentials and settings until you change or revoke them, so you will review, update, disable, or revoke them promptly when a user's role, employment, authority, or permissions change. Where the Services offer permission, approval, or activity-history controls for a workflow, they operate as described in the Services at the time of use and are not warranted except as stated in a Customer Agreement. We may pause, limit, or disable an agent, automation, or connection that we reasonably believe threatens the security or integrity of the Services, violates these Terms or the Acceptable Use Policy, or is required to be stopped by law.

Content an agent reads is not your instruction. Content that an agent reads while carrying out a task, such as an email, a document, a web page, or a record, is information for the agent to work on. It is not an instruction from you. Where such content contains text that attempts to direct an agent's behaviour, we do not treat it as your instruction under this Section, and you are not responsible under these Terms for an action taken because of it. Nothing in this paragraph is a warranty that the Services will detect or prevent every such attempt.

How agents are bounded. Every agent runs under the identity of the Customer whose workspace it belongs to and of the account it acts for. It reads through defined paths that carry those identities rather than through open database access, it is given the set of information assembled for the task in front of it rather than the Customer's records at large, and it can take only those actions its configuration allows. Restrictions apply to the information an agent may receive and to what may be sent to a model provider. Agents are not issued administrative or management credentials for the Services.

You are responsible for configuring and using the Services securely and for the acts and omissions of your Authorized Users. This includes protecting credentials and access links, promptly deactivating access for users who should no longer have it, using available security features appropriately, configuring agents, automations, connected accounts, and approval settings appropriately, and not introducing non-public personal information or other regulated data into any environment or plan that is not appropriate for it. We maintain a commercially reasonable information security program with administrative, technical, organizational, and physical safeguards designed to protect Customer Data and the Services. The specific controls that make up that program, including the separate tenant database in which each Customer's records are held, are described in Section 6 of our Privacy Policy at osoru.io/legal/privacy. Those descriptions state how we operate as of their effective date and we keep them current. Our security program may evolve over time, and where a Customer Agreement or Data Processing Addendum sets out specific security and data-protection commitments, those commitments govern as between us and that Customer.

We are continually improving the Services and may modify, add, or discontinue features or functionality at any time. We may also establish or change limits on use (such as storage, rate, or volume limits). Where required by an applicable Customer Agreement, we will provide notice of material adverse changes to a paid Customer. The Services are provided on an "as available" basis, and we do not guarantee that the Services will be uninterrupted, error-free, or available at any particular time, except as expressly stated in an Order Form or written service-level agreement. We may offer features identified as beta, preview, trial, or evaluation ("Beta Features"). Beta Features are provided "as is," may be changed or withdrawn at any time, are excluded from any service-level or support commitment, and may be used at your own risk. If you access the Services under a paid Order Form that does not have a separate Customer Agreement, and we make a material change that materially reduces the core functionality of the Services, you may terminate the affected Order Form by written notice within thirty (30) days after the change takes effect, and we will refund any prepaid, unused fees for the terminated portion of the applicable subscription term.

The Services may interoperate with or rely on third-party products and services (for example, email, hosting, and artificial-intelligence providers). Your use of any third-party service is governed by that third party's own terms, and we are not responsible or liable for any third-party service, its availability, or its acts or omissions. Where you connect a third-party service to the Services, or configure an agent or automation to send information to one, you authorize us to exchange data with it as needed to provide the integration or action you request, and that service's own terms govern the information once it arrives.

If you send us suggestions, ideas, enhancement requests, or other feedback about the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, and exploit the Feedback for any purpose without restriction or obligation to you. Feedback is provided voluntarily and is not your confidential information.

The Services, including all software, models, content, designs, text, graphics, user interfaces, trademarks, service marks, logos, and the selection and arrangement thereof, and all intellectual property rights in them, are and remain the exclusive property of the Company and its licensors and are protected by intellectual property and other laws. Except for the limited rights expressly granted in these Terms, nothing in these Terms transfers or grants any right, title, or interest in the Services to you. "Osoru," "Intelligent Systems," and our related names, logos, and marks are our trademarks (Osoru is registered as a trademark in the State of Wisconsin), and you may not use them without our prior written consent.

You may be given access to non-public information about the Services, including features, Documentation, pricing, and the design, structure, and performance of the Services ("Company Confidential Information"). You will use Company Confidential Information only to use the Services as permitted, will not disclose it to any third party, and will protect it using at least reasonable care. This Section does not apply to information that is or becomes public through no fault of yours, that you already lawfully possessed, or that you independently developed. The Company's handling of Customer Data and any Customer confidential information is governed by the Customer Agreement and the Data Processing Addendum.

Our collection and use of personal information for which we are responsible is described in our Privacy Policy at osoru.io/legal/privacy. Where we process Customer Data on a Customer's behalf, that processing is governed by the Customer Agreement and the Data Processing Addendum we enter into with that Customer (we make our standard Data Processing Addendum available to Customers on request; until those documents are in place for a Customer, Section 4 describes how we handle that Customer's Customer Data). By using the Services, you acknowledge the Privacy Policy. Our respective roles with respect to Customer Data (for example, controller, processor, service provider, or equivalent under applicable law) are as described in the applicable Customer Agreement and Data Processing Addendum. Where we collect personal information directly from you outside a Customer relationship, we act as an independent controller (or equivalent) as described in our Privacy Policy.

Where the Services are provided under a paid plan, fees, billing, and payment terms are set out in the applicable Order Form or Customer Agreement. Except as required by law or expressly stated in an Order Form, fees are non-refundable, and you are responsible for applicable taxes. Where you access the Services for free, no fees apply, and we may change or discontinue any free offering at any time.

We may suspend, limit, or terminate your access to the Services, in whole or in part, with or without notice, if (a) you violate these Terms or the Acceptable Use Policy, (b) your access through a Customer ends or is suspended, (c) we reasonably believe your use poses a security, legal, or operational risk to the Services, us, or others, or (d) we are required to do so by law. Where practicable and not prohibited, we will use reasonable efforts to provide notice and to limit the scope and duration of any suspension. You may stop using the Services at any time. Upon termination, your right to access the Services ceases, and we may delete or deactivate your access and associated data in the ordinary course, subject to the Customer Agreement and the Data Processing Addendum for Customer Data, and to our Privacy Policy for personal information we control. Any provision that by its nature should survive termination will survive, including Sections 1, 4, 5, 6, 7, 10, 11, 12, 13, 14, 16, 17, 18, 19, and 20 through 24.

THE SERVICES, INCLUDING ALL OUTPUTS AND BETA FEATURES, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, THAT ANY DATA WILL NOT BE LOST OR ALTERED, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU. This Section does not limit any express warranty or commitment we make in an applicable Customer Agreement or Order Form.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF ONE THOUSAND DOLLARS ($1,000) OR THE AMOUNTS PAID TO US BY YOU OR BY THE CUSTOMER THAT ENABLED YOUR ACCESS TO THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. WHERE YOU ACCESS THE SERVICES AS AN AUTHORIZED USER OF A CUSTOMER THAT HAS A CUSTOMER AGREEMENT, THE LIMITATION OF LIABILITY IN THAT CUSTOMER AGREEMENT IS THE SOLE MONETARY CAP FOR ALL CLAIMS ARISING FROM OR RELATED TO THAT ACCESS OR USE, AND THE MONETARY CAP IN THIS SECTION DOES NOT APPLY TO THAT ACCESS OR USE. THE MONETARY CAP IN THIS SECTION DOES NOT APPLY TO YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 18 OR TO YOUR BREACH OF SECTION 5 OR 6 (ACCEPTABLE USE). THESE LIMITATIONS ARE A FUNDAMENTAL BASIS OF THE BARGAIN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THESE MAY NOT APPLY TO YOU.

You will defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any third-party claim, demand, action, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising from or related to (a) your Inputs, your configuration or use of agents, automations, or connections, or your use of the Services or Outputs in violation of these Terms, the Acceptable Use Policy, or applicable law, (b) your violation of these Terms or the Acceptable Use Policy, (c) your violation of any applicable law or any right of a third party, or (d) your negligence or willful misconduct. This Section does not apply to the extent a Customer Agreement allocates these obligations differently for your use on behalf of a Customer. We will provide you with reasonable notice of the claim. We may, at our own expense and upon reasonable notice to you, assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with us in asserting available defenses. You may not settle any claim in a way that imposes any obligation or liability on, or admits fault by, the Company without our prior written consent, which will not be unreasonably withheld. If we do not assume the defense, you will diligently defend the claim, keep us reasonably informed, and remain responsible for the costs, damages, and settlement amounts for which you are responsible under this Section.

You will comply with all applicable export control, economic-sanctions, and anti-corruption laws. You represent that you are not located in or ordinarily resident in, and are not organized under the laws of, any country or region subject to comprehensive sanctions, that you are not on any government restricted-party list, and that you will not use or export the Services in violation of such laws or for any prohibited end use. We may suspend or terminate your access immediately if we reasonably believe your use violates this Section or would cause us to violate, or be subject to sanctions under, applicable export-control, sanctions, or anti-corruption laws.

These Terms are governed by the laws of the State of Wisconsin, without regard to its conflict-of-laws rules. The state and federal courts located in Milwaukee, Wisconsin will have exclusive jurisdiction over any dispute arising from or relating to these Terms or the Services, except where applicable law requires otherwise, and you consent to personal jurisdiction and venue in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any claim arising from or relating to these Terms or the Services must be brought within one (1) year after the claim arises, except where a longer period is required and may not be contractually shortened under applicable law, including applicable consumer-protection law.

We may update these Terms from time to time. We will revise the "Effective Date" above and, for material changes, provide additional notice as required by law, which may include notice through the Services or by email and, where appropriate, a renewed request for your acceptance. Your continued use of the Services after an update takes effect constitutes acceptance of the updated Terms. For clarity, a Customer Agreement or Order Form signed by us and a Customer is not amended by updates to these Terms unless the Customer agrees in writing. Where practicable, we will provide reasonable advance notice of material changes, and the version of these Terms in effect when you use the Services applies to that use. Changes apply only to use of the Services after the updated Terms take effect and do not retroactively modify rights or obligations for prior use.

By using the Services, you consent to receive communications from us electronically, and you agree that electronic communications, agreements, acceptances, and records satisfy any legal requirement that such communications be in writing or be signed. You agree that your electronic acceptance of these Terms, and any record we keep of it, has the same legal effect as a handwritten signature.

These Terms, together with the Privacy Policy, the Acceptable Use Policy, and any applicable Customer Agreement, Order Form, and Data Processing Addendum, are the entire agreement between you and us regarding the Services and supersede all prior or contemporaneous understandings on that subject. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in full force. Our failure to enforce a provision is not a waiver of our right to do so later. You may not assign or transfer these Terms or any rights under them without our prior written consent, and any attempt to do so is void; we may assign these Terms, in whole or in part, without your consent, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law, in each case in compliance with applicable law. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between you and us. These Terms do not create any third-party beneficiary rights, except that the relevant Customer is an intended beneficiary of your obligations under Sections 4, 5, 6, and 12 where you access the Services on its behalf. We will not be liable for any delay or failure to perform caused by events beyond our reasonable control. Nothing in these Terms excludes or limits any right you have that cannot lawfully be excluded or limited. Section headings are for convenience only and do not affect interpretation.

Intelligent Systems LLC, PO Box 221, Milwaukee, WI 53201. Email: info@osoru.io.