Equanimo Terms and Conditions

1. Definitions

"Company" refers to Equanimo, Inc., a Massachusetts corporation, its subsidiaries and any group company providing the Service to you, the "User."

"Service" refers to the Company’s enterprise software platform and related services for AI governance, security, compliance, oversight, and management, together with any associated software, interfaces, tools, documentation, updates, support, and other functionality made available by the Company from time to time. The specific features and functionality included in a User’s subscription may be described in the applicable Order Form or other documentation provided by the Company.

"User" refers to any business or individual, including its authorized personnel, that accesses or uses the Service, whether under a paid subscription, a trial, or otherwise.

"Agreement" refers to these Terms and Conditions, together with any Order Form, Data Processing Addendum, or other document expressly incorporated by reference.

"Customer Data" refers to any data, content, or information that a User or its authorized personnel submits to, or generates through use of, the Service.

2. Acceptance of Terms

By accessing or using the Service, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind that entity, in which case "User" refers to that entity. If you do not agree to these terms, do not access or use the Service.

3. Description of Service

The Service provides enterprise capabilities to help organizations govern, secure, monitor, and manage the use of artificial intelligence and related technologies. The specific scope, features, and functionality made available to a User may vary based on the applicable subscription, Order Form, configuration, or other agreement with the Company.

The Company may update, enhance, modify, replace, or discontinue features or functionality of the Service from time to time. Where a change would materially reduce the core functionality included in a User’s then-current paid subscription, the Company will provide reasonable advance notice where reasonably practicable.

4. Eligibility and Accounts

Users must be legally capable of entering into binding contracts and, where applicable, must be at least the age of majority in their jurisdiction. Users are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under their account, and must notify the Company promptly of any unauthorized use.

Where delivery of the Service requires access to or integration with a User's systems, applications, infrastructure, or third-party services, the User is responsible for authorizing such access or integration and for the accuracy and appropriateness of configurations or information it provides.

5. Acceptable Use of the Service

Users agree not to use the Service for any illegal, fraudulent, or harmful purpose, including to circumvent the security or access controls of the Service, to reverse engineer or extract the Service's underlying models or source code except as permitted by law, or to use the Service to build a competing product.

The Company may suspend or restrict a User's access to the Service, at its own discretion, for a violation of this Agreement, non-payment of undisputed fees, or a security or legal risk to the Company, other Users, or the Service, and will provide notice where reasonably practicable.

6. Fees and Payment

Where the Service is provided under a paid subscription, fees, billing frequency, and payment terms will be set out in the applicable Order Form. Unless otherwise stated, fees are non-refundable and exclusive of applicable taxes, which are the User's responsibility.

The Company may suspend access to the Service for undisputed fees that remain unpaid more than 15 days after the due date, following written notice to the User.

7. Intellectual Property

The Company retains all right, title, and interest in and to the Service, including its software, technology, models, methods, documentation, and all associated intellectual property rights. Users are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of this Agreement, solely for their internal business purposes and subject to this Agreement and any applicable Order Form.

As between the parties, the User retains all right, title, and interest in Customer Data. The Company may use aggregated, de-identified data derived from use of the Service to maintain, improve, and support the Service, provided such data does not identify any User or individual.

8. Customer Data, Privacy and Security

The Company will collect, use, and safeguard Customer Data and other personal data in accordance with its Privacy Policy (available at equanimo.ai/privacy-policy/) and, where applicable, a Data Processing Addendum entered into with the User. The Company maintains administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, or disclosure.

Users are responsible for the accuracy of Customer Data they submit, for maintaining the security of their own credentials and environment, and for obtaining any consents needed to submit personal data to the Service.

9. Confidentiality

Each party may receive non-public information of the other party ("Confidential Information"), including, for the Company, the Service's non-public features, and for the User, Customer Data and non-public business information. Each party will use the other's Confidential Information only to perform under this Agreement, protect it with the same degree of care it uses for its own confidential information (and no less than a reasonable degree of care), and not disclose it to third parties except to personnel and subcontractors who need it and are bound by confidentiality obligations, or as required by law with prior notice to the other party where legally permitted.

10. Support and Maintenance

The Company will provide support in response to questions and issues submitted by email to support@equanimo.ai on a best-efforts basis. Planned maintenance windows will generally be communicated to Users in advance; the Company does not guarantee or warrant uninterrupted availability of the Service, except as separately agreed in a written service-level commitment.

11. Term and Termination

This Agreement begins when a User first accepts it and continues until the applicable subscription term ends or either party terminates it as provided here. Either party may terminate this Agreement for the other party's uncured material breach on 30 days' written notice, or the Company may terminate or suspend access immediately for a violation of Section 5 (Acceptable Use).

Upon termination, the User's right to access the Service ends. The Company will make Customer Data available for export for 14 days following termination, after which it may be deleted in accordance with the Company's data retention practices.

12. Disclaimers and Warranties

Except as expressly stated in this Agreement, the Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the Service will be uninterrupted, error-free, or fully secure, or that it will detect, prevent, or remediate every risk it is designed to monitor.

13. 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 loss of profits, revenue, or data, arising out of or related to this Agreement. Except for a party's indemnification obligations, breach of confidentiality, or a party's gross negligence or willful misconduct, each party's total liability arising out of this Agreement will not exceed the fees paid or payable by the User to the Company in the 12 months preceding the claim.

14. Indemnification

The User will indemnify and hold the Company harmless from third-party claims arising from the User's Customer Data, its use of the Service in violation of this Agreement, or its violation of applicable law. The Company will indemnify and hold the User harmless from third-party claims that the Service, as provided by the Company, infringes a third party's intellectual property rights, except to the extent the claim arises from the User's own materials, modifications, or misuse of the Service.

15. Changes to Terms

The Company may update this Agreement from time to time. For material changes, the Company will provide notice by email or through the Service at least 14 days before the change takes effect. Continued use of the Service after a change takes effect constitutes acceptance of the updated Agreement.

16. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Commonwealth of Massachusetts, USA, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Massachusetts for any dispute arising out of or relating to this Agreement, except where applicable law requires otherwise for a User located outside the United States.

17. Miscellaneous

This Agreement, together with any Order Form and Data Processing Addendum, constitutes the entire agreement between the parties regarding the Service and supersedes any prior agreements on the subject. If any provision is found invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger, acquisition, or sale of substantially all assets. Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control. Notices under this Agreement will be sent to the email addresses on file or designated by each party.

18. Contact Information

For support inquiries, contact support@equanimo.ai. For legal or contractual inquiries, contact legal@equanimo.ai. Equanimo, Inc. is based in Cambridge, Massachusetts, USA.

19. Acceptance and Electronic Signature

By accessing or using the Service, whether by clicking to accept, executing an Order Form, or otherwise, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. This Agreement may be accepted electronically, and an electronic acceptance carries the same legal effect as a handwritten signature.