These Terms of Service (the “Terms”) form a binding agreement between Sulba, Inc., an Arizona corporation (also doing business as “Sulba Solutions”) (“Sulba,” “we,” “us,” or “our”), and the entity or person agreeing to these Terms (“Customer,” “you,” or “your”) governing your access to and use of the Clarilytic.ai platform, related websites, APIs, software, agents, and documentation (collectively, the “Service”). For purposes of these Terms, references to Sulba include any current or future parent entity, subsidiary, affiliate, joint venture, successor entity, merged entity, acquired business, or other organization that directly or indirectly controls, is controlled by, or is under common control with Sulba, Inc. Sulba may exercise its rights and fulfill its obligations under these Terms through any such affiliated entity.

By clicking “Sign up”, accessing the Service, or otherwise indicating acceptance, you agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and “Customer” refers to that organization. If you do not have such authority, or you do not agree to these Terms, you must not use the Service.

1. The Service

The Service is a hosted, multi-tenant document-intelligence platform that enables Customer to upload, process, classify, extract entities from, search, visualize, query, and chat with documents and related data using large language models (“LLMs”), retrieval-augmented generation, knowledge graphs, and related agents and tools. Features, functionality, workflows, user interfaces, supported file types, integrations, model providers, processing methods, and technical capabilities may vary by subscription plan, geographic region, availability, or other factors and may change over time. The Service is provided as software-as-a-service; we may add, modify, or discontinue features from time to time as described in Section 20.

2. Accounts & eligibility

2.1 Account creation.

To use the Service you must create an account through our identity provider (Auth0) or via single sign-on (SSO) or any other authentication method we may approve from time to time. You are responsible for: (a) the accuracy and completeness of registration information; (b) all activity that occurs under your account or organization tenant; and (c) maintaining the confidentiality of your credentials, including but not limited to API keys, access tokens, and all account credentials. You must promptly notify us at security@sulbasolutions.com if you become aware of any unauthorized use.

2.2 Eligibility.

You represent that you are at least 18 years old (or the age of majority in your jurisdiction), have legal capacity to contract, and are not barred from receiving the Service under U.S. law or the law of any other applicable jurisdiction. The Service is not directed to children and is not designed for consumer use; it is intended for use by businesses and professionals. We reserve the right, but not the obligation, to suspend, restrict, disable, or terminate access to any account, credential, user, or organization tenant if we reasonably believe that such account has been compromised, is being used in violation of these Terms, poses a security risk, or could adversely affect the Service, Sulba, other customers, or third parties.

2.3 Organizations & users.

Customer’s tenant may include multiple authorized individual users (“Users”). Customer is responsible for: (a) inviting, provisioning, role-assigning, and de-provisioning its Users; (b) ensuring its Users comply with these Terms; and (c) all acts and omissions of its Users as if they were Customer’s own.

3. Free trials, subscriptions & fees

3.1 Trials.

We may offer a time-limited free trial (e.g., 14 days), proof-of-concept environments, beta access, promotional subscriptions, or other limited-use access to the Service (“Trials”). Customer’s use of Trials is voluntary.

Unless otherwise expressly stated, Trials are provided solely for evaluation purposes and may be subject to usage limits, storage limits, feature restrictions, user limits, rate limits, geographic restrictions, and other conditions that may differ from those applicable to paid subscriptions, and are not part of the Service for purposes of any SLA.

We may modify, suspend, restrict, terminate, or discontinue any Trial, or any feature or functionality made available through a Trial, at any time and for any reason, with or without notice and without liability.

At the expiration or termination of a Trial, access to the Service may be suspended, downgraded, restricted, or terminated unless you purchase a paid subscription. We are not obligated to retain, store, maintain, export, or make available any Customer Data, Outputs, configurations, settings, or other information associated with a Trial following its expiration or termination, and such information may be deleted without notice.

Trials are provided “as is,” “as available,” and without warranties of any kind. To the maximum extent permitted by law, we disclaim all warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, security, or performance. We have no obligation to provide support, maintenance, service levels, uptime commitments, security commitments, bug fixes, error corrections, or data backup services for Trials.

Notwithstanding anything to the contrary in these Terms, our total liability arising out of or relating to any Trial shall not exceed one hundred U.S. dollars (US$100) or, if less, the amount paid by you for the applicable Trial.

3.2 Subscriptions & fees.

Paid subscriptions are billed by our payment processor (Stripe, Inc.) at the interval (monthly or annual) and tier you select. Fees are stated on our pricing page or in an order form and are exclusive of taxes, levies, and duties, all of which are your responsibility (except taxes on our net income). All charges are payable in U.S. dollars unless otherwise stated.

3.3 Auto-renewal.

Subscriptions automatically renew for successive periods of the same length at the then-current price unless cancelled before the renewal date. You may cancel via the in-product billing portal at any time before renewal.

3.4 Usage-based fees & overages.

Some features (including AI token usage, document throughput, storage, and credit packs) are metered. We may meter usage and bill overages or require you to purchase additional credits to continue use. We will use commercially reasonable efforts to provide in-product visibility into metered consumption.

3.5 Non-refundable; no offsets.

Except where required by law or as expressly stated in these Terms, all fees are non-refundable, including upon downgrade or termination. You may not withhold or offset amounts owed.

3.6 Past-due amounts.

Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend the Service for non-payment after notice.

3.7 Price changes.

We may change prices for a new subscription term with at least 30 days’ notice before the next renewal. Continued use after the change takes effect constitutes acceptance.

4. Customer Content & license to operate

4.1 Definition.

“Customer Content” means all documents, files, text, prompts, queries, configurations, metadata, embeddings, extracted entities, knowledge graphs, chat transcripts, and other data that Customer or its Users submit, upload, transmit to, generate within, or otherwise make available through the Service.

4.2 Ownership.

As between the parties, Customer owns and retains all right, title, and interest in and to Customer Content, including all intellectual-property rights therein. We acquire no ownership of Customer Content by virtue of these Terms.

Sulba and its licensors retain all right, title, and interest in and to the Service, including all software, source code, object code, models, algorithms, workflows, user interfaces, prompts, templates, knowledge structures, taxonomies, methodologies, documentation, inventions, discoveries, know-how, improvements, derivative works, and other technology used to provide the Service (“Sulba Technology”). No rights are granted to Customer except as expressly set forth in these Terms.

4.3 License to operate.

Customer grants Sulba and its subprocessors a worldwide, non-exclusive, royalty-free, fully paid-up license to host, store, transmit, copy, parse, chunk, embed, index, process, display, transform, and otherwise use Customer Content solely as necessary to: (a) provide, secure, maintain, and improve the Service for Customer; (b) prevent or address technical, security, fraud, or abuse issues; (c) comply with law or enforce these Terms; and (d) generate and deliver outputs requested by Customer or its Users (“Outputs”).

4.4 No model training on Customer Content.

Sulba will not use Customer Content or Outputs to develop or train generally available LLMs or other foundation models. Sulba may use aggregated and de-identified telemetry and operational metadata (such as latency, error rates, token counts, and feature-usage statistics) that do not identify Customer or any individual to operate, secure, and improve the Service.

4.5 Outputs.

As between the parties, Customer owns the Outputs generated for Customer through use of the Service, subject to (a) the rights of underlying third-party model providers in their models and any pre-existing materials, and (b) the limitation that, due to the nature of generative AI, Outputs may not be unique and similar or identical Outputs may be generated for other users.

4.6 Backups; deletion.

Customer is responsible for retaining its own copies of Customer Content. Upon termination, Customer Content will be deleted in accordance with our Privacy Policy and retention practices. We may retain Customer Content as required by law, in backups, or in audit logs for limited periods.

4.7 Service Improvements.

Notwithstanding anything to the contrary, Sulba may collect, generate, create, use, analyze, modify, and exploit Usage Data for any lawful business purpose. “Usage Data” means technical logs, telemetry, performance metrics, operational data, system diagnostics, model performance information, feature utilization statistics, and other information relating to the operation, use, support, security, and performance of the Service, provided that such data does not identify Customer or any individual person.

Sulba may also use Customer Content and Outputs in aggregated, anonymized, or de-identified form that does not identify Customer, its users, or any individual person to develop, improve, train, test, evaluate, secure, support, and enhance the Service, Sulba Technology, artificial intelligence systems, machine learning models, and related products and services.

Sulba will not use Customer Content or Outputs in identifiable form to train foundation models or models made available to other customers except with Customer’s express written consent.

5. Acceptable Use Policy

Customer and its Users must not, and must not permit any third party to:

1. use the Service in violation of any applicable law, regulation, or third-party right;
2. upload, transmit, or process content that infringes intellectual-property rights, misappropriates trade secrets, or violates rights of privacy, publicity, or confidentiality;
3. upload malware, spyware, worms, viruses, or other malicious code, or attempt to gain unauthorized access to the Service, other tenants’ data, or our infrastructure;
4. reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, model weights, or trade secrets from the Service, except to the extent expressly permitted by applicable law;
5. use the Service to develop, train, fine-tune, evaluate, or benchmark a competing AI model, agent, or product, or to create a substantially similar service;
6. resell, sublicense, time-share, or provide the Service as a service bureau, except as expressly authorized;
7. scrape, crawl, or use automated means to extract data or content from the Service beyond the documented APIs and within published rate limits;
8. use the Service to generate, distribute, or facilitate content that is unlawful, defamatory, harassing, threatening, hateful, sexually exploitative of minors, or that promotes self-harm or violence;
9. use the Service to make automated decisions that produce legal or similarly significant effects on individuals (e.g., credit, employment, housing, insurance, healthcare diagnosis, criminal justice, biometric identification) without independent human review and without complying with applicable law;
10. upload or process “Prohibited Data” (defined below) unless we have agreed in writing in advance to support that data category;
11. misrepresent Outputs as having been produced by a human or in a manner intended to deceive (including unattributed political, electoral, medical, or legal content);
12. circumvent or disable any usage limits, security features, content filters, or access controls;
13. use the Service in or for the benefit of a sanctioned country, region, or party (see Section 15); or
14. violate any acceptable-use, content, or safety policy of any third-party model provider made available through the Service.

5.1 Prohibited Data.

Unless expressly agreed in writing by Sulba in advance, the Service is not designed, intended, certified or authorized for use with: (a) protected health information subject to HIPAA; (b) cardholder data subject to PCI DSS; (c) information of children under 13 (or 16 in the EEA/UK) subject to COPPA, GDPR-K, or similar laws; (d) U.S. government classified information; (e) export-controlled technical data subject to ITAR; (f) any other data category for which we have not specifically agreed to provide the Service; or (g) biometric identifiers, biometric information, genetic data, or other specially protected categories of personal information subject to heightened legal requirements. Customer is solely responsible if Customer or its Users upload such data in violation of this Section. Sulba has no obligation to monitor, screen, identify, verify, or determine whether Customer Content is prohibited hereunder or pursuant to any applicable law. Customer shall be responsible for, and shall defend, indemnify, and hold harmless Sulba and its affiliates, officers, directors, employees, contractors, and service providers from and against any claims, damages, liabilities, fines, penalties, costs, and expenses arising out of or relating to Customer’s or its Users’ submission, processing, storage, or use of Customer Content or Outputs in connection with the Service.

6. AI features & third-party model providers

6.1 How AI processing works.

The Service uses LLMs and embedding models provided by third parties, including, as of the effective date, OpenAI, Anthropic (Claude), Groq, Microsoft Azure OpenAI Service, and other model providers we may add or substitute (“Model Providers”). When you use AI-powered features, Customer Content (including portions of documents, retrieved passages, prompts, queries, and conversation history) is transmitted to one or more Model Providers, which return Outputs that we then deliver to you.

6.2 Subprocessor terms apply.

Customer’s use of AI features is subject to the applicable terms, usage policies, and content policies of each Model Provider, in addition to these Terms. By using the Service, Customer agrees to comply with those policies as they apply to Customer Content submitted through the Service. A current list of Model Providers and other subprocessors is maintained in our Privacy Policy and updated from time to time.

6.3 No training on your data by Model Providers.

Sulba accesses Model Providers under their commercial API terms, under which the Model Providers commit not to use API inputs or outputs to train their publicly available models. Model Providers may retain Customer Content for limited periods solely for abuse monitoring, safety, security, debugging, and legal-compliance purposes, then delete it in accordance with their published policies. Sulba is not responsible for, and does not control, any change to a Model Provider’s policies.

6.4 Outputs are probabilistic; not professional advice.

LLM Outputs are generated probabilistically and may be inaccurate, incomplete, biased, outdated, or otherwise unsuitable for any particular purpose. They may state facts that are not true (“hallucinate”), omit material information, or misinterpret source documents. Customer must independently review, validate, and verify Outputs before relying on, distributing, or making decisions based on them. The Service is a productivity tool, not a substitute for legal, financial, tax, medical, or other professional advice. Customer assumes all risk arising from its use of Outputs.

6.5 Human oversight.

Customer is responsible for ensuring appropriate human oversight of AI features, particularly where Outputs are used to make or inform decisions that affect individuals. Customer must not represent that Outputs were produced by a human or use Outputs in a manner that creates a meaningful risk of unfair, discriminatory, or unsafe results without human review.

6.6 No exclusivity of Outputs.

Because of the nature of generative AI, similar or identical Outputs may be generated for other users from similar inputs. Sulba does not represent that any Output is unique to Customer.

6.7 Model availability & changes.

We may add, remove, substitute, route between, or change Model Providers and model versions at any time to improve quality, performance, cost, safety, availability, or compliance. We will use commercially reasonable efforts to maintain comparable functionality but make no guarantee that a specific model will remain available.

7. Third-party integrations & connectors

The Service may permit Customer to connect to third-party services (e.g., HubSpot, Microsoft Azure Blob Storage, Amazon Web Services S3, and others) through our Integration Connector Framework (“Connectors”). Use of any Connector is at Customer’s sole risk and is subject to the terms and privacy policies of the applicable third-party service. Customer authorizes Sulba to access, transmit, fetch, transform, store, and process data from those third-party services on Customer’s behalf using the credentials Customer provides. Sulba is not responsible for the acts, omissions, availability, accuracy, or security of any third-party service or for any consequences of using a Connector.

8. Customer responsibilities & data clearance

Customer represents and warrants that, with respect to all Customer Content:

1. Customer has all rights, consents, licenses, and authorizations necessary to upload, transmit, store, and process the Customer Content through the Service and to permit Sulba and its subprocessors to do so under these Terms;
2. the Customer Content does not violate these Terms, applicable law, or any third-party right;
3. Customer has provided all notices and obtained all consents required to lawfully process personal data of Users and third parties through the Service (including, where applicable, under GDPR, UK GDPR, CCPA/CPRA, and other privacy laws);
4. Customer will not upload Prohibited Data without our prior written agreement; and
5. Customer’s use of Outputs and of the Service in its industry and jurisdiction complies with all applicable laws and professional rules.

9. Privacy & data protection

Our processing of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference. To the extent Sulba processes personal data on Customer’s behalf as a processor (or service provider) under applicable data-protection laws, the parties’ data-processing terms — including Sulba’s Data Processing Addendum, available on request at support@sulbasolutions.com — apply.

10. Security

Sulba implements administrative, physical, and technical safeguards designed to protect Customer Content, including: tenant isolation (per-tenant partitioning, separate graph databases and search indexes); encryption in transit (TLS) and at rest; identity-provider-based authentication (Auth0) with role-based access control; secret management; audit logging; least-privilege access for Sulba personnel; and ongoing monitoring. Notwithstanding the foregoing, no system is perfectly secure, and Customer remains responsible for configuring its tenant, managing its Users, and protecting its credentials.

Notwithstanding anything contained herein or in Sulba’s Privacy Policy, to the maximum extent permitted by law, we are not responsible for any loss, damage, liability, deletion of data, unauthorized transactions, or other consequences arising from your failure to maintain the security of your account credentials, devices, systems, or identity-management environment, except to the extent caused by our breach of applicable security obligations.

11. Confidentiality

Each party (“Recipient”) may receive non-public information of the other (“Discloser”) that is designated as confidential or that should reasonably be understood as confidential (“Confidential Information”). Customer Content is Customer’s Confidential Information. Non-public information about the Service, including its architecture, performance, pricing, and roadmaps, is Sulba’s Confidential Information. Recipient will: (a) use Confidential Information only to perform under these Terms or receive the Service; (b) protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care); and (c) not disclose it except to its employees, contractors, advisors, and subprocessors who need to know and are bound by confidentiality obligations no less protective. The foregoing does not apply to information that is or becomes public without breach, was rightfully known before disclosure, is independently developed without use of Confidential Information, or is rightfully received from a third party without confidentiality obligations. Recipient may disclose Confidential Information as required by law, provided it gives reasonable advance notice (where permitted) and reasonable cooperation to seek protective treatment.

Notwithstanding anything to the contrary, aggregated, anonymized, or de-identified information that does not identify Customer, any User, or any individual person shall not constitute Customer Confidential Information.

The obligations set forth in this Section shall survive termination of these Terms for so long as the applicable information remains Confidential Information.

12. Intellectual property; feedback

12.1 Sulba IP.

As between the parties, Sulba and its licensors own and retain all right, title, and interest in and to the Service, including all software, models, prompts, agent designs, knowledge-graph schemas, user interfaces, documentation, trademarks, and related intellectual-property rights. No rights are granted to Customer except as expressly set forth in these Terms.

12.2 Customer license.

Subject to these Terms and Customer’s timely payment of fees, Sulba grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for Customer’s internal business purposes.

12.3 Feedback.

If Customer or its Users provide suggestions, feedback, ideas, or recommendations regarding the Service (“Feedback”), Customer grants Sulba a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, modify, and commercialize the Feedback for any purpose, without obligation or attribution.

13. Suspension & termination

13.1 Term.

These Terms remain in effect until terminated as set forth herein or until Customer’s subscription ends.

13.2 Termination for convenience.

Customer may cancel its subscription at any time through the billing portal; cancellation takes effect at the end of the then-current billing period and pre-paid fees are non-refundable except as required by law.

13.3 Termination for cause.

Sulba may suspend, restrict, disable, or terminate Customer’s or any User’s access to all or any portion of the Service, with or without notice and with immediate effect, if Customer or any User: (a) violates these Terms, an applicable law, or any other agreement governing the use of the Service; (b) presents a security risk to the Service, Sulba, or to other customers; (c) fails to pay any amounts due; (d) is the subject of a sanctions or export-control determination; (e) becomes insolvent, makes an assignment fo the benefit of creditors, or files for bankruptcy; or (f) engages in unauthorized access, penetration testing, scraping, reverse engineering, competitive analysis, benchmarking, model extraction, prompt extraction, automated abuse, excessive usage, denial-of-service activity, or other activity that could impair, disrupt, degrade, interfere with, or circumvent the Service or its security measures. Sulba may also suspend, restrict, disable, or terminate Customer’s or any User’s access to all or any portion of the Service, with or without notice and with immediate effect, if Sulba is required to by law, regulation, court order, governmental authority, sanctions program, export-control requirement, third-party provider requirement; or if Sulba determines that continued provision of the Service is commercially impracticable, technically infeasible, legally prohibited, or would expose Company to material liability or risk.

13.4 Effect of termination.

Upon termination, Customer’s right to access the Service ends and Customer Content will be handled in accordance with our Privacy Policy and retention practices. Sections that by their nature should survive (including Sections 4.2, 4.4, 5, 11, 12, 16-19, and 23) will survive termination.

14. Export controls & sanctions

The Service is subject to U.S. and other export-control and economic-sanctions laws and regulations (including those administered by OFAC and the U.S. Department of Commerce). Customer represents that it (a) is not located in, organized under the laws of, or ordinarily resident in any country or region subject to U.S. comprehensive sanctions; (b) is not on any U.S. or applicable restricted-party list; and (c) will not export, re-export, transfer, or make the Service or Outputs available to any such country, region, or party, or use the Service for any prohibited end-use.

15. Warranty disclaimers

To the maximum extent permitted by applicable law, the Service and all Outputs are provided “as is” and “as available,” with all faults and without warranty of any kind. Sulba and its suppliers and licensors (including Model Providers and other subprocessors) expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy of informational content, system integration, and any warranties arising from a course of dealing, performance, or trade usage.

Without limiting the foregoing, Sulba does not warrant that the Service or Outputs will be uninterrupted, error-free, secure, accurate, current, complete, reliable, free of harmful components, suitable for any particular purpose, or that defects will be corrected. Customer assumes all risk arising from reliance on Outputs.

16. Limitation of liability

To the maximum extent permitted by applicable law, in no event will Sulba, its affiliates, or any of their respective officers, directors, employees, agents, suppliers, licensors, or subprocessors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, use, or other intangible losses, whether based in contract, tort (including negligence), strict liability, or any other legal theory, even if advised of the possibility of such damages.

In no event will the aggregate liability of Sulba and its affiliates, suppliers, licensors, and subprocessors arising out of or relating to these Terms or the Service exceed the greater of (a) the fees actually paid by Customer to Sulba for the Service in the twelve (12) months preceding the event giving rise to the claim, and (b) one hundred U.S. dollars (US$100.00).

The parties acknowledge that the foregoing disclaimers and limitations are fundamental elements of the basis of the bargain between them and that the pricing of the Service reflects this allocation of risk. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, Sulba’s liability will be limited to the maximum extent permitted by law.

17. Indemnification

17.1 By Customer.

Customer will defend, indemnify, and hold harmless Sulba, its affiliates, and their officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Content (including infringement, privacy-violation, or defamation claims); (b) Customer’s or its Users’ use of the Service in violation of these Terms or applicable law; (c) Customer’s breach of Section 5 (Acceptable Use), Section 8, or Section 15; (d) reliance on or use of any Output; or (e) Customer’s use of Connectors and third-party services.

17.2 No IP indemnity by Sulba.

Except as expressly set out in a separately signed written agreement between the parties, Sulba has no obligation to defend, indemnify, or hold harmless Customer, its Users, or any third party against any claim, suit, demand, or proceeding alleging that the Service, any Output, or Customer’s use of either infringes, misappropriates, or otherwise violates any patent, copyright, trademark, trade secret, or other intellectual-property or proprietary right of any third party. Customer assumes all risk and responsibility for any such claim. Without limiting the foregoing, Customer’s sole and exclusive remedy for any such claim is to discontinue use of the Service; the warranty disclaimers in Section 16 and the limitations of liability in Section 17 also apply.

17.3 Procedure.

The indemnified party will: promptly notify the indemnifying party of the claim; give the indemnifying party sole control of the defense and settlement (provided that no settlement may impose any liability on the indemnified party without consent); and provide reasonable cooperation at the indemnifying party’s expense.

18. Dispute resolution; arbitration; class-action waiver

Please read this section carefully. It requires you to arbitrate disputes with Sulba on an individual basis and limits the manner in which you can seek relief from us.

18.1 Informal resolution.

Before filing any claim, the parties will attempt to resolve the dispute informally for at least 60 days, beginning with written notice to legal@sulbasolutions.com describing the claim and the relief sought.

18.2 Binding arbitration.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or, for consumer-tier customers, its Consumer Arbitration Rules). The arbitration will be conducted by one arbitrator, take place in Phoenix, Arizona (or by videoconference if the parties agree), and proceed in English. Judgment on the award may be entered in any court of competent jurisdiction.

18.3 Class-action waiver.

The parties agree to arbitrate only on an individual basis. Neither party may bring a claim as a plaintiff or class member in a purported class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one party’s claims and may not preside over any form of representative proceeding.

18.4 Exceptions.

Either party may bring an individual action in small-claims court, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual-property rights or breach of confidentiality.

18.5 Governing law.

These Terms are governed by the laws of the State of Arizona, U.S.A., without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

18.6 Opt-out.

You may opt out of arbitration and the class-action waiver by sending written notice to legal@sulbasolutions.com within 30 days after first accepting these Terms. Opting out will not affect any other terms.

19. Changes to the Service or Terms

We may modify the Service from time to time. We may also modify these Terms by posting an updated version with a new “Effective date.” We may use, replace, supplement, or discontinue underlying technologies, infrastructure, third-party services, model providers, and processing methods in our discretion. Certain features may be designated as beta, preview, experimental, or evaluation features and may be subject to additional terms. We may establish and enforce reasonable technical, operational, storage, processing, rate, concurrency, token, usage, or other limits on the Service from time to time. If the changes are material, we will provide reasonable advance notice (for example, via email or in-product notice).

Continued use of the Service after the effective date of a change constitutes acceptance. If you do not agree, your sole remedy is to stop using the Service and cancel your subscription.

20. DMCA / copyright

Sulba complies with the U.S. Digital Millennium Copyright Act. If you believe content accessible through the Service infringes your copyright, send a written notice that complies with 17 U.S.C. § 512(c)(3) to our Designated Agent at dmca@sulbasolutions.com. Repeat infringers may be terminated.

21. U.S. Government users

The Service is “commercial computer software” and the accompanying documentation is “commercial computer software documentation,” in each case as those terms are defined in 48 C.F.R. §§ 2.101 and 12.212. Use by the U.S. Government or any U.S. Government contractor is subject solely to these Terms.

22. General terms

22.1 Entire agreement.

These Terms (together with any order form, Data Processing Addendum, and documents incorporated by reference) constitute the entire agreement between the parties regarding the Service and supersede all prior discussions and agreements. Customer purchase orders are for administrative convenience only; any additional or conflicting terms in a purchase order are void.

22.2 No third-party beneficiaries.

These Terms do not confer any rights on any third party.

22.3 Assignment.

Customer may not assign or transfer these Terms without Sulba’s prior written consent. Sulba may assign these Terms for any reason whatsoever.

22.4 Subcontracting.

Sulba may use subprocessors and contractors to provide the Service. Sulba remains responsible for their performance under these Terms.

22.5 Force majeure.

Neither party will be liable for any delay or failure to perform (except payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, denial-of-service attacks, pandemics, third-party Model Provider outages, or failures of cloud-infrastructure providers.

22.6 Notices.

Notices to Customer may be sent to the email address associated with the account or posted in the Service. Notices to Sulba must be sent to legal@sulbasolutions.com.

22.7 Severability; waiver.

If any provision of these Terms is held unenforceable, the remaining provisions remain in effect. Failure to enforce any right is not a waiver.

22.8 Independent contractors.

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.

22.9 Publicity.

Sulba may identify Customer by name and logo as a customer of the Service on its website and marketing materials, subject to Customer’s trademark guidelines. Customer may opt out by writing to legal@sulbasolutions.com.

22.10 Headings; interpretation.

Headings are for convenience only. “Including” means “including without limitation.”

23. Contact

Sulba, Inc.
Attn: Legal
Email: legal@sulbasolutions.com
Support: support@sulbasolutions.com
Privacy: support@sulbasolutions.com
Security: security@sulbasolutions.com