, though we cannot guarantee success against future threats like quantum computing.
David Tollen, Esq.
The Tech Contracts Handbook
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PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING "ACCEPTED AND AGREED TO," CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER'S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.
1. DEFINITIONS
The following capitalized terms will have the following meanings whenever used in this Agreement.
"AUP"
means Provider's acceptable use policy as described in Section 5.1 of this Agreement.
"Customer Data"
means all information processed or stored through the SaaS by Customer or on Customer's behalf, including without limitation all prompts, queries, conversations, uploaded files, and any outputs generated through Customer's use of the SaaS.
"Documentation"
means Provider's standard materials related to use of the SaaS, including help articles, FAQs, and technical documentation available at Provider's website.
"Order"
superwisdom.ai
or as otherwise agreed in writing by the parties.
"Privacy/Security Law"
"SaaS"
"SLA"
means Provider's standard service level agreement, as communicated to Customer at the time of subscription or as otherwise posted at Provider's website.
"Term"
is defined in Section 11.1 below.
"User"
means any individual who uses the SaaS on Customer's behalf or through Customer's account or passwords, whether authorized or not.
2. THE SAAS
Use of the SaaS.
During the Term, Customer may access and use the SaaS for its internal business purposes pursuant to the terms of any outstanding Order, including such features and functions as the Order requires.
Service Levels.
Provider shall provide the remedies listed in the SLA for any failure of the SaaS listed in the SLA. Such remedies are Customer's sole remedy for any failure of the SaaS, and Customer recognizes and agrees that if the SLA does not list a remedy for a given failure, it has no remedy. Credits issued pursuant to the SLA apply to outstanding or future invoices only and are forfeit upon termination of this Agreement. Provider is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation after termination of this Agreement.
Documentation.
Customer may reproduce and use the Documentation solely as necessary to support Users' use of the SaaS.
SaaS Revisions.
Provider may revise SaaS features and functions or the SLA at any time, including without limitation by removing such features and functions or reducing service levels. If any such revision to the SaaS materially reduces features or functionality provided pursuant to an outstanding Order, Customer may within 30 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding.
3. PAYMENT
Subscription Fees.
Taxes.
4. CUSTOMER DATA & PRIVACY
Management of Customer Data in General.
The provisions below of this Section 4.1 are subject to applicable law, including Privacy/Security Laws.
Limited Use.
No De-Identified Data Use.
Notwithstanding common industry practice, Provider does not intend to use, reproduce, sell, publicize, or otherwise exploit Customer Data in any form, including de-identified or aggregated forms. Provider's zero-knowledge architecture is designed to ensure that Provider cannot access Customer Data for any purpose, including analytics or product improvement.
No AI Model Training.
Customer Data is not intended to be used to train, fine-tune, or improve any artificial intelligence or machine learning model. Provider deploys isolated copies of large language models within Customer's environment via AWS
Bedrock
, and these copies are designed to have no outbound connection to their originating AI providers.
Privacy Policy.
superwisdom.ai/privacy
, and Customer recognizes and agrees that nothing in this Agreement restricts Provider's right to alter such privacy policy.
Required Disclosure.
Notwithstanding the provisions of this Article 4, Provider may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Provider intends to give Customer prompt notice of any such legal or governmental demand and intends to reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer's expense. Due to Provider's zero-knowledge architecture, Provider may be unable to comply with such demands, as Provider does not have the technical ability to access Customer Data.
Risk of Exposure.
Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the SaaS, Customer assumes such risks. Provider offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.
Additional Fees.
Ephemeral Data.
Customer acknowledges that Provider's SaaS is designed to default to ephemeral operation, meaning conversations and AI interactions are intended to exist only in volatile memory and are not intended to be persisted to any database, archive, or backup unless Customer specifically elects to use the WisdomDrive storage feature. Data that is not persisted cannot be recovered by either party after the browser session ends.
Data Accuracy.
Provider will have no responsibility or liability for the accuracy of data uploaded to the SaaS by Customer, including without limitation Customer Data and any other data uploaded by Users. Provider further disclaims responsibility for the accuracy, completeness, or reliability of any output generated by the AI models accessed through the SaaS.
Erasure.
Provider may permanently erase Customer Data if Customer's account is delinquent, suspended, or terminated for 30 days or more, without limiting Provider's other rights or remedies.
Excluded Data.
5. CUSTOMER'S RESPONSIBILITIES & RESTRICTIONS
Acceptable Use.
Unauthorized Access.
Customer shall take reasonable steps to prevent unauthorized access to the SaaS, including without limitation by protecting its passwords and other log-in information. Customer shall notify Provider immediately of any known or suspected unauthorized use of the SaaS or breach of its security and shall use best efforts to stop said breach.
Compliance with Laws.
In its use of the SaaS, Customer shall comply with all applicable laws, including without limitation Privacy/Security Laws.
Users & SaaS Access.
Minimum Age.
The SaaS is intended for business use by individuals who are at least 18 years of age. The SaaS is not directed to, and Provider does not knowingly collect information from, children under the age of 13. Customer shall not permit any individual under the age of 18 to access or use the SaaS through Customer's account.
Reporting Objectionable Content or Abusive Users.
team@superwisdom.ai
. Provider will review each report within 24 hours of receipt and, where appropriate, take action including removing offending content, suspending the responsible User's access, and terminating the account of any User found to have engaged in abusive conduct or repeated violations of the AUP. Customer acknowledges that Provider has zero tolerance for content that is illegal, harmful, harassing, hateful, sexually explicit involving minors, or that infringes the rights of others.
6. IP & FEEDBACK
IP Rights to the SaaS.
Provider retains all right, title, and interest in and to the SaaS, including without limitation all software used to provide the SaaS and all graphics, user interfaces, logos, and trademarks reproduced through the SaaS. This Agreement does not grant Customer any intellectual property license or rights in or to the SaaS or any of its components, except to the limited extent that such rights are necessary for Customer's use of the SaaS as specifically authorized by this Agreement. Customer recognizes that the SaaS and its components are protected by copyright and other laws.
Customer's Content.
Customer retains all right, title, and interest in and to Customer Data, including any content, documents, or materials uploaded to the SaaS. Provider does not claim any ownership of Customer's inputs or outputs generated through the SaaS.
Feedback.
7. CONFIDENTIAL INFORMATION
Nondisclosure.
Termination & Return.
Injunction.
Retention of Rights.
This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Provider will retain all right, title, and interest in and to all Confidential Information.
Exception & Immunity.
Immunity.
Use of Trade Secret Information in Anti-Retaliation Lawsuit.
8. REPRESENTATIONS & WARRANTIES
From Provider.
From Customer.
Warranty Disclaimers.
9. INDEMNIFICATION
10. LIMITATION OF LIABILITY
Dollar Cap.
PROVIDER'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO PROVIDER DURING THE 12 MONTHS PRECEDING THE CLAIM.
Excluded Damages.
Clarifications & Disclaimers.
11. TERM & TERMINATION
Term.
Termination for Cause.
Either party may terminate this Agreement for the other's material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.
Effects of Termination.
12. MISCELLANEOUS
Independent Contractors.
The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other's behalf.
Notices.
, and such notices will be deemed received 72 hours after they are sent.
Force Majeure.
No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party's reasonable control.
Assignment & Successors.
Customer may not assign this Agreement or any of its rights or obligations hereunder without Provider's express written consent. Except to the extent forbidden in this Section 12.4, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns.
Severability.
To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
No Waiver.
Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
Choice of Law & Jurisdiction.
Conflicts.
In the event of any conflict between this Agreement and any Provider policy posted online, including without limitation the AUP or Privacy Policy, the terms of this Agreement will govern.
Technology Export.
Entire Agreement.
This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
Amendment.
13. APPLE APP STORE ADDITIONAL TERMS
Agreement Between Customer and Provider.
Scope of License.
The license granted to Customer for the App is limited to a non-transferable license to use the App on any Apple-branded device that Customer or its Users own or control, and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.
Maintenance and Support.
Provider is solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App.
Warranty.
Product Claims.
Intellectual Property Rights.
In the event of any third-party claim that the App or Customer's possession and use of the App infringes that third party's intellectual property rights, Provider, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
Legal Compliance.
Third-Party Beneficiary.
Contact.
Terms
Superwisdom vendor terms of service for enterprise SaaS agreements.