These Software Terms and SaaS Agreement (“Agreement”) govern Customer’s access to and use of software and services provided by Findability Sciences, Inc. (“Findability Sciences,” “FS,” “we,” or “us”).
This Agreement applies to software services accessed pursuant to an Order Form, Subscription Agreement, or other ordering document referencing these Software Terms (“Order Form”).
This is a legally binding Agreement. By installing, copying, or otherwise using the licensed product (Software and Services) and by executing an Order Form referencing this Agreement, Customer agrees to be bound by the terms and conditions outlined in this Agreement. However, if you does not agree to the terms and conditions outlined in this Agreement, the said User may not download, install or use the Software.
By agreeing to this Agreement or by accessing or using the Software and Services provided by Findability Sciences, you are confirming that you have read, understand, and accept this Agreement. This Agreement can be updated from time to time.
1. DEFINITIONS
“Authorized Users” means individuals authorized by Customer to access the Services.
“Customer” means the legal entity identified in the applicable Order Form.
“Customer Data” means all data, information, and content submitted to the Platform by or on behalf of Customer.
“Platform” means the Findability Sciences Enterprise AI Platform including all associated software, artificial intelligence models, APIs, analytics tools, and hosted services.
“Services” means the Platform and any related services provided by FS.
“AI Output” means responses, predictions, insights, recommendations, or content generated by the Platform.
“Third-Party Services” means software, AI models, large language models, APIs, or related technologies provided by third parties and used in connection with the Services.
2. ACCESS AND LICENSE RIGHTS
Subject to compliance with this Agreement and the applicable Order Form, FS grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Customer’s internal business purposes.
Customer may allow Authorized Users to access the Platform solely for Customer’s internal operations. Customer is responsible for all use of the Platform under its accounts.
3. PLATFORM SERVICES
The Platform provides enterprise artificial intelligence capabilities including:
• Enterprise data ingestion and integration
• Retrieval of structured and unstructured enterprise knowledge
• Analytics and visualization tools
• Predictive analytics and operational intelligence
• Generative AI interfaces for enterprise decision support
• Enterprise search and knowledge discovery
FS may update or modify the Platform from time to time to improve functionality, security, reliability, or performance.
4. THIRD-PARTY AI AND TECHNOLOGY SERVICES
Customer acknowledges that FS may utilize Third-Party Services, including large language models and other AI technologies, in delivering the Services. These services may be accessed through secure APIs or infrastructure integrations.
Customer understands that:
• Certain Platform functionality may depend on Third-Party Services
• FS does not control the operation of such providers
• Service performance may be affected by these providers
FS will take commercially reasonable measures to ensure secure integration of such services.
5. CUSTOMER DATA
Customer retains ownership of all Customer Data.
Customer grants FS a limited license to host, process, analyze, and transmit
Customer Data solely for purposes of providing the Services. Unless otherwise agreed in writing:
1) FS will not use Customer Data to train generalized AI models.
2) Customer represents that it has all necessary rights to provide Customer Data for processing.
6. DATA SECURITY
FS maintains reasonable administrative, technical, and organizational safeguards designed to protect Customer Data.
These measures may include:
• Encryption of data in transit and at rest
• Role-based access controls
• System monitoring and logging
• Secure cloud infrastructure
7. ACCEPTABLE USE
Customer shall not use the Services to:
• Violate applicable laws or regulations
• Generate unlawful, harmful, or abusive content
• Reverse engineer or attempt to extract AI models or algorithms
• Scrape or extract training data
• Develop competing AI systems using the Platform
• Interfere with system integrity or security
Customer shall ensure that Authorized Users comply with these restrictions.
8. RESPONSIBLE AI USE POLICY
Customer agrees to use the Platform in accordance with responsible AI practices.
Customer shall not use the Services to:
• Generate deceptive or misleading AI content
• Conduct illegal surveillance or profiling
• Discriminate unlawfully against individuals or groups
• Violate privacy or intellectual property rights
FS may suspend access where misuse of the Platform is detected.
9. AI OUTPUT DISCLAIMER
Customer acknowledges that:
• AI systems may produce inaccurate or incomplete outputs
• AI Output should be reviewed before use in operational or business decisions
AI Output is provided for informational and analytical purposes only.
Customer is solely responsible for decisions made based on AI Output.
10. INTELLECTUAL PROPERTY
The Platform and all associated technology including:
• Software
• AI models
• Algorithms
• System architecture
• Documentation are the exclusive property of Findability Sciences and its licensors.
Any improvements, enhancements, or modifications to the Platform developed by Findability Sciences shall remain the property of FS.
The Software is protected by all applicable copyright, trademark, patent, trade secret and other applicable laws and international treaties, no ownership rights are transferred to Customer.
Customer retains ownership of all Customer Data uploaded to the Software. Customer receives only the limited access rights described in this Agreement.
11. MODEL PROTECTION
Customer shall not:
• Attempt to extract underlying AI models or training data
• Use the Platform to train competing models
• Reverse engineer system behavior to replicate the technology
These protections survive termination of this Agreement.
12. FEEDBACK
Customer may provide suggestions or feedback regarding the Services.
FS may freely use such feedback to improve products and services.
13. FEES AND PAYMENT
Fees are specified in the applicable Order Form.
Unless otherwise specified:
• Invoices are payable within 30 days
• Fees are non-refundable
• Customer is responsible for applicable taxes excluding taxes on FS income.
14. CONFIDENTIALITY
Each party agrees to protect the other party’s confidential information with reasonable care.
Confidential information includes:
• Technical information
• Product designs
• Pricing
• Business plans
• Non-public data
Confidential information may be used solely to perform obligations under this Agreement.
15. SERVICE AVAILABILITY
FS will use commercially reasonable efforts to maintain availability of the Services.
Service interruptions may occur due to:
• System maintenance
• Upgrades
• Security updates
• Circumstances beyond FS control.
16. WARRANTIES AND DESCLAIMER
Mutual Warranties. Both the Parties represents and warrants that (a) it has the power and authority to enter into this Agreement and perform its obligations and duties under this Agreement; (b) it will perform its obligations and duties and exercise its rights under this Agreement in compliance with all laws applicable to it.
Disclaimer. Except as expressly provided herein, the services are provided “as is” and are not making, and to the greatest extent permitted by law expressly disclaim, any warranties, representations or guarantees of any kind, whether express, implied, statutory or otherwise, including all express or implied warranties of design, merchantability, fitness for a particular purpose, title, quality and non-infringement, that our services will meet customers requirements or that our services will always be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free. Use our services at your own risk.
Under no circumstances will we be liable for any third-party services, including the failure of any such third-party services, or activities of third parties, or any connection to or transmission from the internet.
Fs is not responsible for and will not be liable for the content made available through the services, including customer content, and any content or services provided by third parties. Findability sciences does not control or vet content and is not responsible for what users post, transmit, or share on or through the services.
No advice or information, whether oral or written, obtained from fs or elsewhere will create any warranty or condition not expressly stated in this agreement.
17. EXCLUDED DAMAGES
(a) to the maximum extent permitted by applicable law, in no event will either party, its directors, employees, agents, or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, or for loss of profits, goodwill or data or other intangible losses, that result from the use of, or inability to use, the services or any other aspect of this agreement.
(b) the services support authentication, and the acceptable use rules require the customer to maintain the confidentiality of their passwords or other login credentials for the services. Accordingly, to the maximum extent permitted by applicable law, in no event will findability sciences be liable for any damage, loss, or injury resulting from unauthorized access to or use of the services or your account or the content or information contained therein if: (i) the unauthorized access or use could have been prevented through customer’s use of authentication; or (ii) customer or any of authorized users fail to maintain the confidentiality of any password or other login credentials.
Without limiting section 17(b)(ii), to the maximum extent permitted by applicable law, in no event will findability sciences, be liable for any damage, loss, or injury resulting from unauthorized access to or use of the services or customer account or the content or information contained therein.
FS shall not be liable for (i) errors in Output; (ii)decisions made based on Platform insights; (iii) failures of Third-Party Services.
Liability of Findability Sciences in any eventuality shall not exceed fees paid by Customer during the 12 months preceding the claim.
18. INDEMNIFICATION
Customer agrees to indemnify and hold harmless FS, its Affiliates, and its or their directors, officers, employees, agents, shareholders, successors and assigns from and against all claims, losses, damages, penalties, liability, and costs, including reasonable legal fees, of any kind or nature that are incurred in connection with or arising out of a third-party claim: (a) alleging that Customer Content, or Submitted Content infringes or violates the intellectual property rights, privacy rights, or any other rights of a third party or violates any applicable law; (b) arising from Customer’s and or Customer’s breach of Section 7; or (c) relating to, or arising from, Customer’s and or Customer’s use of any Third-Party Services (including Customer’s breach of any terms or conditions applicable to any Third-Party Services).
19. TERM AND TERMINATION
This Agreement remains in effect during the subscription term in the applicable Order Form.
Either party may terminate for material breach if not cured within 30 days after notice.
Upon termination:
• Customer access to the Platform will cease
• Customer may export Customer Data within a reasonable period.
In no event will termination of this Agreement relieve Customer of the obligation to pay any amounts payable for the period prior to the date of termination.
Any provision of this Agreement that, either by its terms or to give effect to its meaning, must survive and such other provisions that expressly or by their nature are intended to survive termination will survive the expiration or termination of this Agreement.
20. EXPORT COMPLIANCE
Customer agrees to comply with all applicable export control laws.
Customer shall not use the Services in prohibited jurisdictions.
21. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by the laws of the State of Massachusetts, USA, without regard to conflict of laws principles. Any dispute, cause of action or claim arising out of this Agreement shall be resolved through Arbitration in accordance with the rules of the American Arbitration Association (AAA). The seat and venue of arbitration will be Burlington, Massachusetts, USA, and the proceedings will be conducted in the English language. The costs of the arbitration, including the arbitrator’s fees, will be borne equally by both parties, unless otherwise determined in the arbitral award. Nothing in this Agreement will prevent either Party from seeking interim or injunctive relief from a court of competent jurisdiction to protect its Intellectual Property or Confidential Information.
22. GENERAL PROVISIONS
This Agreement together with applicable Order Forms constitutes the entire agreement between the parties.
If any provision is found unenforceable, the remaining provisions remain in effect.
Neither party may assign this Agreement without consent except in connection with a merger or sale of substantially all assets.
23. CONTACT
Name: Jayashree Joshi
Email address: jjayashree@findabilitysciences.com
