CortadThese Terms of Service ("Terms") are a binding agreement between Planless Inc., a Delaware corporation operating under the name Cortad ("Company," "we," "us"), and the person or organization that accepts them ("Customer," "you"). They govern the website at cortad.com, the Cortad connector, software development kits and application programming interfaces, and related services (together, the "Service").
1. Acceptance and precedence
1.1 By creating an account, clicking to accept, using the Service, or signing an Order Form that references these Terms, you accept these Terms. If you accept on behalf of an organization, you represent that you have authority to bind it.
1.2 If a signed Order Form, enterprise agreement or data processing addendum expressly conflicts with these Terms, that document controls as to the conflict only.
1.3 Company may amend these Terms by posting a revised version at this address with a new date. A revision that materially reduces Customer's rights, or materially expands Company's use of Customer Content, takes effect thirty days after notice to Customer, except where required sooner by law. Continued use after a revision takes effect constitutes acceptance. If Customer does not agree, Customer's remedy is to stop using the Service and close its account.
2. Definitions
2.1 "Customer Content" means material Customer or its Authorized Users submit to the Service or authorize Company to collect, including Repository Content, Run Data and Production Data as defined in the Privacy Policy, and evaluation corrections, feedback on findings, and configuration.
2.2 "Output" means results the Service generates for Customer, including findings and proposed changes.
2.3 "Improvement Records" and "Aggregate Statistics" have the meanings given in the Privacy Policy.
2.4 "Order Form" means an ordering document or online purchase referencing these Terms. "Authorized User" means an individual Customer permits to use its account.
3. The Service
3.1 The Service tests Customer's AI application, reports findings and, where Customer connects it, evaluates Customer's production conversations.
3.2 The Service runs Customer's application with Customer's own model provider and credentials. Fees charged by that provider are Customer's responsibility.
3.3 Features designated preview, beta or experimental are provided without any service-level commitment and may be changed or withdrawn at any time.
3.4 Company may modify the Service, provided a modification does not materially reduce the core functionality of a paid plan during its current term.
4. Accounts
4.1 Customer must be at least eighteen and able to form a binding contract. The Service is for organizations and professionals.
4.2 Customer is responsible for its credentials, for activity under its account, and for its Authorized Users' compliance with these Terms, and will notify Company promptly of any suspected unauthorized access.
5. Customer Content
5.1 Ownership. As between the parties, Customer owns Customer Content and Output.
5.2 License to provide the Service. Customer grants Company a non-exclusive, worldwide, royalty-free license to host, copy, transmit, execute, analyze and create derivatives of Customer Content solely to provide, secure and support the Service for Customer, and to produce Aggregate Statistics.
5.3 Improvement. Where Customer has chosen Help Improve Cortad, Customer authorizes Company to create Improvement Records from Customer's use of the Service and to use them to build and improve the Service for all customers. Company will not use Improvement Records to build a profile of any individual, will not disclose or sell Improvement Records or Customer Content to another customer or any third party, will not combine them with personal data received from any other source, and will not include source code, the text of messages written by Customer's end users, credentials, or data in a special category under applicable law. Customer may withdraw this authorization at any time as described in the Privacy Policy. Where Customer has chosen Privacy Mode, this Section 5.3 does not apply, and the functionality of the Service is the same.
5.4 Customer responsibilities. Customer represents that it has, and will maintain, every right, notice, consent and lawful basis needed to submit Customer Content, including any personal data of its end users within Production Data, and that doing so does not violate law, a third party's rights, or an agreement binding on Customer.
5.5 Credentials. Customer will not submit payment credentials, production infrastructure root credentials, or other high-privilege secrets that the Service does not require. Company may refuse to process any such material.
6. Data processing
6.1 For personal data within Customer Content, Company acts as Customer's processor or service provider and will: (a) process it only on Customer's documented instructions, which are these Terms, the Privacy Policy, Customer's configuration of the Service and any Order Form, unless required otherwise by law; (b) ensure personnel authorized to process it are bound by confidentiality; (c) maintain the security measures described in the Privacy Policy; (d) engage Subprocessors only under written terms no less protective, remain responsible for them, and give notice of new Subprocessors as described in the Privacy Policy; (e) assist Customer, taking into account the nature of the processing, in responding to requests from individuals and in meeting its obligations regarding security, breach notification, impact assessments and prior consultation; (f) notify Customer of a personal data breach as described in the Privacy Policy; (g) on termination, delete Customer Content as described in the Privacy Policy unless retention is required by law; and (h) make available information reasonably necessary to demonstrate compliance with this Section, including Company's third-party security reports when available, and allow audits by Customer or an independent auditor it mandates no more than once a year, on thirty days' notice, during business hours and under confidentiality, where such reports do not reasonably satisfy Customer's legal obligations.
6.2 Company will not sell or share personal information within Customer Content, retain, use or disclose it outside the direct business relationship with Customer or for any purpose other than those specified in these Terms, or combine it with personal information received from another source, except as permitted to a service provider under the California Consumer Privacy Act. Company will notify Customer if it can no longer meet these obligations.
6.3 Where personal data is transferred from the European Economic Area, the United Kingdom or Switzerland to a country without an adequacy decision, the Standard Contractual Clauses (Module Two, or Module Three where Customer is itself a processor) and the United Kingdom International Data Transfer Addendum are incorporated into these Terms, with Customer as data exporter and Company as data importer, the laws and courts of Ireland governing the Clauses, and the annexes completed by the Privacy Policy and the Subprocessor list.
6.4 Customer will not submit to the Service protected health information as defined under the Health Insurance Portability and Accountability Act unless the parties have signed a business associate agreement.
7. Output
7.1 Output is probabilistic. It is evidence obtained under the conditions used to produce it, not a guarantee that Customer's application will behave the same way in production, nor a certification of safety, accuracy or legal compliance.
7.2 A proposed change is a proposal. Customer is solely responsible for reviewing, testing and approving any change before it is merged or deployed, and for any decision made in reliance on Output.
7.3 Customer will not use Output as the sole basis for a decision with a legal or similarly significant effect on an individual, including decisions about health, credit, employment, housing, insurance, education or access to essential services.
8. Acceptable use
Customer will not, and will not permit anyone to: (a) violate law or a third party's rights; (b) access systems, accounts or data without authorization; (c) introduce malware; (d) circumvent rate limits, authentication or other security controls; (e) probe or access another customer's account or data; (f) use the Service to develop weapons or to cause physical harm; (g) use the Service to build a competing product, or copy its evaluations, prompts or methods; (h) reverse engineer the Service except as permitted by law; or (i) resell or make the Service available outside Customer's organization without Company's written consent. Security testing of Company's infrastructure requires Company's prior written authorization.
9. Third-party services
The Service interoperates with third-party services, including source-code hosts, identity providers, model providers and trace sources. Customer's use of a third-party service is governed by Customer's agreement with that provider. Company is not responsible for a third-party service's availability, conduct or changes in behavior.
10. Fees
10.1 Fees, included usage and limits are as stated on Company's pricing page or an Order Form. Fees exclude taxes, which Customer will pay except taxes on Company's net income.
10.2 Subscriptions renew automatically for successive periods equal to the current one unless cancelled before renewal. Customer may cancel at any time, effective at the end of the current period.
10.3 Company may suspend paid features for any amount more than five days overdue after notice. Except as required by law or stated in these Terms, fees are non-refundable.
10.4 Company may change prices for a subsequent period on at least thirty days' notice.
11. Confidentiality
Each party will protect the other's non-public information disclosed under these Terms ("Confidential Information") with at least reasonable care and use it only to perform under these Terms. Customer Content is Customer's Confidential Information. Confidential Information excludes information that is or becomes public without breach, was known to the recipient without restriction, is independently developed, or is rightfully received from a third party without restriction. A party may disclose Confidential Information when required by law, after prompt notice to the other where legally permitted.
12. Intellectual property
12.1 Company owns the Service, including its software, models, evaluations, methods, interfaces and documentation, all improvements to them, Improvement Records and Aggregate Statistics, excluding Customer Content and Output.
12.2 If Customer provides feedback on the Service, Company may use it without restriction or obligation. This does not grant any right in Customer Content.
13. Term and termination
13.1 These Terms apply while Customer has an account. Customer may close its account at any time.
13.2 Company may suspend access immediately where reasonably necessary to prevent harm to the Service, Customer or a third party, to comply with law, or to investigate a suspected material breach, and will restore access once the cause is resolved.
13.3 Either party may terminate for the other's material breach not cured within thirty days of notice. Company may terminate a free plan for convenience on thirty days' notice.
13.4 On termination, Customer's access ends and Company handles Customer Content as described in the Privacy Policy. Sections 5.4, 6, 7, 11, 12 and 14 through 17 survive.
14. Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT IT WILL DETECT EVERY DEFECT, OR THAT ANY PROPOSED CHANGE IS CORRECT OR SAFE.
15. Indemnification
15.1 By Customer. Customer will defend and indemnify Company against third-party claims, and resulting losses, damages and reasonable legal fees, arising from Customer Content, including a claim that Customer lacked the rights or lawful basis described in Section 5.4; from use of the Service in breach of Section 8; or from a decision or action taken in reliance on Output.
15.2 By Company. Company will defend and indemnify Customer against third-party claims alleging that the Service, as provided by Company and used in accordance with these Terms, infringes a United States patent, copyright or trademark, excluding claims arising from Customer Content, combinations with items not provided by Company, or use in breach of these Terms.
15.3 Procedure. The indemnified party will give prompt notice, reasonable cooperation, and sole control of the defense and settlement to the indemnifying party, which will not settle a claim imposing an obligation on the indemnified party without its consent.
16. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, HOWEVER ARISING, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED UNITED STATES DOLLARS IF GREATER. THESE LIMITATIONS DO NOT APPLY TO INDEMNIFICATION OBLIGATIONS UNDER SECTION 15, BREACH OF SECTION 11, CUSTOMER'S PAYMENT OBLIGATIONS, OR A PARTY'S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
17. General
17.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The state and federal courts in Delaware have exclusive jurisdiction, and each party consents to them.
17.2 Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets. Any other assignment is void.
17.3 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, other than payment obligations.
17.4 Export and sanctions. Customer will comply with United States export control and sanctions laws and will not use the Service from, or make it available to anyone in, a country or to a person subject to comprehensive sanctions.
17.5 Notices. Company may give notice by email to the address on Customer's account or within the Service. Notice to Company must be sent to the address in Section 18.
17.6 Severability and waiver. An unenforceable provision is modified to the minimum extent needed to make it enforceable, and the rest remains in effect. A waiver is effective only in writing.
17.7 Entire agreement. These Terms, the Privacy Policy, the Cookie Policy and any Order Form are the entire agreement regarding the Service and supersede prior agreements on that subject.
17.8 Relationship. The parties are independent contractors. No partnership, agency, joint venture or employment relationship is created.
18. Contact
Planless Inc., operating as Cortad. [email protected].