Terms of Service
AzinAI Intelligence Inc.
1. Introduction and Acceptance
Welcome to AzinAI Intelligence Inc. ("AzinAI," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the azinOS Enterprise platform, including all related services, applications, AI Colleagues, integrations, and documentation (collectively, the "Service").
By accessing or using the Service, clicking "I agree," or by otherwise indicating your acceptance, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and that organization.
If you do not agree to these Terms, you may not access or use the Service.
AzinAI Intelligence Inc.
447 Broadway, 2nd Floor #1105
New York, NY 10013
United States
2. Definitions
"AI Colleague" means the intelligent AI agents deployed through the Service that interact with your personnel and systems to perform designated tasks and build working relationships.
"Authorized Users" means individuals who are authorized by you to access and use the Service under your account.
"Client Data" means all data, information, content, and materials that you or your Authorized Users submit, upload, or otherwise provide to the Service.
"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.
"Documentation" means the user guides, help files, specifications, and other materials we provide describing the features, functionality, and use of the Service.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.
"Order Form" means an ordering document or online order specifying the Service to be provided, including pricing, subscription terms, and any additional terms.
"Relationship AI" means our proprietary technology enabling AI systems to build genuine working relationships with humans over time.
"Subscription Term" means the period during which you have agreed to subscribe to the Service as specified in your Order Form.
"Workstream" (also known as "Play") means a configured business process workflow executed through the Service.
3. The Service
3.1 Service Description
azinOS Enterprise is an AI agent orchestration platform that enables organizations to deploy AI Colleagues capable of building working relationships with your team members. The Service includes:
- AI Colleague deployment and configuration
- Workstream design and execution
- Integration with third-party systems via the Adaptive Integration Engine
- Memory and relationship management capabilities
- Analytics and reporting dashboards
- Administrative controls and user management
3.2 Service Modifications
We may update, modify, or enhance the Service from time to time. We will provide reasonable notice of material changes that may adversely affect your use of the Service. Your continued use of the Service after such modifications constitutes your acceptance of the updated Service.
3.3 Service Availability
We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned maintenance and circumstances beyond our reasonable control. We do not guarantee uninterrupted or error-free operation of the Service.
4. Account Registration and Security
4.1 Account Creation
To use the Service, you must create an account and provide accurate, complete, and current information. You agree to update your information to keep it accurate and current.
4.2 Account Security
You are responsible for:
- Maintaining the confidentiality of your account credentials
- All activities that occur under your account
- Immediately notifying us of any unauthorized use of your account
- Ensuring your Authorized Users comply with these Terms
4.3 Multi-Tenant Architecture
The Service operates on a multi-tenant architecture with complete data isolation between tenants. Your Client Data is logically separated from other customers' data through dedicated database schemas and security controls.
5. Your Rights and Responsibilities
5.1 License Grant to You
Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Term solely for your internal business purposes.
5.2 Acceptable Use
You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not:
- Use the Service in violation of any applicable law, regulation, or third-party rights
- Attempt to gain unauthorized access to the Service, other accounts, or systems
- Interfere with or disrupt the integrity or performance of the Service
- Reverse engineer, decompile, or disassemble any portion of the Service
- Use the Service to develop competing products or services
- Remove, alter, or obscure any proprietary notices on the Service
- Use the Service to transmit malicious code, spam, or harmful content
- Exceed any usage limits specified in your Order Form
- Share account credentials or allow unauthorized access
- Use the Service for any purpose that is harmful, fraudulent, or deceptive
5.3 Client Data Responsibilities
You are solely responsible for:
- The accuracy, quality, and legality of Client Data
- The means by which you acquired Client Data
- Your compliance with applicable data protection laws
- Obtaining all necessary consents for processing personal data
- Configuring appropriate access controls for your Authorized Users
5.4 AI Colleague Interactions
You acknowledge that AI Colleagues are artificial intelligence systems and not human employees. While AI Colleagues are designed to build working relationships and provide valuable assistance, they may occasionally produce inaccurate outputs. You are responsible for reviewing AI Colleague outputs before acting on them in critical business decisions.
6. Our Rights and Responsibilities
6.1 Service Provision
We will:
- Provide the Service in accordance with the Documentation
- Maintain appropriate security measures to protect Client Data
- Provide technical support as specified in your Order Form
- Comply with applicable laws in providing the Service
6.2 License Grant to Us
You grant us a limited, non-exclusive, worldwide license to use, copy, process, and display Client Data solely as necessary to provide the Service, comply with legal requirements, and improve the Service. This license terminates when you delete Client Data or terminate your account.
6.3 Aggregated and Anonymized Data
We may create aggregated, anonymized, or de-identified data derived from Client Data ("Aggregated Data"). Aggregated Data does not identify you or any individual and may be used by us for any business purpose, including service improvement, research, and benchmarking.
7. Intellectual Property
7.1 AzinAI Ownership
We and our licensors retain all right, title, and interest in and to the Service, Documentation, our technology (including Relationship AI, memory systems, and agent architectures), and all related Intellectual Property Rights. These Terms do not grant you any rights to our trademarks, service marks, or logos.
7.2 Client Data Ownership
You retain all right, title, and interest in and to your Client Data. Nothing in these Terms transfers ownership of Client Data to us.
7.3 Feedback
If you provide us with suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without restriction or compensation to you.
7.4 Relationship Memory and Learning
The Service includes memory systems that enable AI Colleagues to learn and improve over time. Information derived from interactions ("Relationship Intelligence") is processed to enhance AI Colleague performance. You may request deletion of Relationship Intelligence associated with your account at any time.
8. Third-Party Integrations
8.1 Third-Party Services
The Service may integrate with third-party applications, platforms, and services ("Third-Party Services"). Your use of Third-Party Services is governed by their respective terms and privacy policies.
8.2 Integration Responsibility
You are responsible for:
- Ensuring you have the right to connect Third-Party Services to the Service
- Providing accurate credentials and configuration
- Complying with the terms of Third-Party Services
- Data transferred to or from Third-Party Services
8.3 No Endorsement
Integration with Third-Party Services does not constitute our endorsement of those services. We are not responsible for the availability, accuracy, or content of Third-Party Services.
9. Fees and Payment
9.1 Fees
You agree to pay all fees associated with your subscription plan. Fees are based on the pricing model applicable to your subscription type, as displayed at the time of purchase or specified in your Order Form.
9.2 Self-Service Subscriptions
If you subscribe to the Service through our website or application ("Self-Service Subscription"):
Payment Method
- You must provide a valid credit card or other accepted payment method
- Payments are processed by our third-party payment processor, Stripe
- You authorize us to charge your payment method for all applicable fees
- You are responsible for keeping your payment information current
Billing Cycle
- Subscription fees are charged in advance on a monthly basis
- Your billing cycle begins on the date your paid subscription starts
- Subsequent charges occur on the same day each month (or the last day of the month if that day does not exist)
Free Trials
- If your subscription includes a free trial period, the trial duration and terms will be specified in the applicable offer
- You will not be charged during the free trial period
- Unless you cancel before the trial ends, your payment method will be automatically charged at the end of the trial period
- Trial offers, including duration, are subject to change and may vary by promotion
Automatic Renewal
- Self-Service Subscriptions automatically renew each billing period
- You may cancel at any time through your account settings
- Cancellation takes effect at the end of the current billing period
- No refunds or credits are provided for partial billing periods
9.3 Enterprise Subscriptions
If you subscribe pursuant to an Order Form or enterprise agreement ("Enterprise Subscription"):
Billing Options
- Enterprise customers may elect monthly or annual billing as specified in the Order Form
- All fees are invoiced in advance of the applicable billing period
Payment Terms
- Payment is due within thirty (30) days of invoice date unless otherwise specified in your Order Form
- Invoices will be sent to the billing contact specified in your Order Form
Renewal
- Enterprise Subscriptions renew automatically for successive periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term
9.4 General Payment Terms
Taxes
- All fees are exclusive of applicable taxes (including VAT, GST, and sales tax)
- You are responsible for paying all taxes associated with your subscription
- If we are required to collect taxes, they will be added to your invoice or charge
Currency
- Fees are charged in the currency specified at the time of purchase or in your Order Form
- Currency conversion fees imposed by your payment provider are your responsibility
Refunds
- Fees are non-refundable except as expressly stated in these Terms or required by applicable law
- If we terminate your subscription for reasons other than your breach, we will provide a pro-rata refund of prepaid fees for the unused portion of your subscription term
9.5 Late Payment
If payment is not received when due:
- For Self-Service Subscriptions: We may suspend or terminate your access to the Service after providing notice and a reasonable opportunity to update your payment method
- For Enterprise Subscriptions: We may charge interest at 1.5% per month (or the maximum rate permitted by law, if lower) on overdue amounts, suspend access to the Service, and pursue collection of outstanding amounts
- You are responsible for any costs of collection, including reasonable attorneys' fees
9.6 Fee Changes
Self-Service Subscriptions
- We may change subscription fees at any time
- Fee changes will take effect at the start of your next billing period following notice
- We will provide at least thirty (30) days' notice of fee increases via email or in-Service notification
- Your continued use of the Service after a fee change constitutes acceptance of the new fees
- If you do not agree to the new fees, you may cancel before the change takes effect
Enterprise Subscriptions
- Fees are fixed for the duration of your current subscription term
- We may change fees for renewal terms upon at least sixty (60) days' notice before the renewal date
- If you do not agree to the new fees, you may elect not to renew by providing written notice before the renewal date
9.7 Disputed Charges
If you believe a charge is incorrect, you must contact us within sixty (60) days of the charge at billing@azinai.com. We will investigate and correct any verified billing errors.
10. Confidentiality
10.1 Protection of Confidential Information
Each party agrees to:
- Protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information
- Not disclose Confidential Information to third parties without prior written consent
- Use Confidential Information only as necessary to exercise rights or fulfill obligations under these Terms
10.2 Exceptions
Confidential Information does not include information that:
- Is or becomes publicly available without breach of these Terms
- Was rightfully known to the receiving party prior to disclosure
- Is rightfully obtained from a third party without confidentiality restrictions
- Is independently developed without use of Confidential Information
10.3 Required Disclosure
A party may disclose Confidential Information if required by law, provided it gives reasonable notice and cooperates with efforts to obtain protective treatment.
11. Data Protection and Security
11.1 Security Measures
We implement and maintain appropriate technical and organizational security measures designed to protect Client Data, including:
- Encryption in transit (TLS 1.3) and at rest (AES-256)
- Multi-tenant data isolation through dedicated database schemas
- Access controls and authentication mechanisms
- Regular security assessments and monitoring
- Incident response procedures
11.2 Data Processing
Our processing of personal data is governed by our Privacy Policy and any applicable Data Processing Agreement. Where you are subject to GDPR, CCPA, or similar regulations, we will enter into appropriate data processing agreements upon request.
11.3 Security Incidents
If we become aware of a security incident affecting Client Data, we will notify you without undue delay and provide information about the nature of the incident and steps taken in response.
12. Warranties and Disclaimers
12.1 Our Warranties
We warrant that:
- We have the right to provide the Service
- The Service will perform materially in accordance with the Documentation
- We will provide the Service in compliance with applicable laws
12.2 Your Warranties
You warrant that:
- You have the authority to enter into these Terms
- Your use of the Service will comply with applicable laws
- You have obtained all necessary rights and consents for Client Data
- Client Data does not infringe third-party rights
12.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. AI COWORKER OUTPUTS ARE GENERATED BY ARTIFICIAL INTELLIGENCE AND MAY CONTAIN ERRORS OR INACCURACIES. YOU ARE RESPONSIBLE FOR EVALUATING AND VERIFYING AI COWORKER OUTPUTS.
13. Limitation of Liability
13.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
13.3 Exceptions
The limitations in this Section 13 do not apply to:
- Breaches of confidentiality obligations
- Infringement of Intellectual Property Rights
- Your payment obligations
- Fraud or willful misconduct
14. Indemnification
14.1 Your Indemnification
You agree to indemnify, defend, and hold harmless AzinAI and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:
- Your breach of these Terms
- Your violation of applicable laws
- Client Data or your use of the Service
- Your infringement of third-party rights
14.2 Our Indemnification
We agree to indemnify, defend, and hold you harmless from claims that the Service infringes a third party's patent, copyright, or trademark, provided you:
- Promptly notify us of the claim
- Give us sole control of the defense and settlement
- Provide reasonable cooperation at our expense
If the Service is found to infringe or we believe it may infringe, we may at our option: (a) obtain the right for you to continue using the Service, (b) modify the Service to make it non-infringing, or (c) terminate your subscription and refund prepaid fees for unused periods.
15. Term and Termination
15.1 Term
These Terms are effective upon your acceptance and continue until terminated. Your Subscription Term is specified in your Order Form and will automatically renew for successive periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
15.2 Termination for Convenience
You may terminate your subscription at any time by providing written notice. No refund will be provided for unused portions of prepaid fees unless otherwise specified in your Order Form.
15.3 Termination for Cause
Either party may terminate these Terms immediately upon written notice if the other party:
- Materially breaches these Terms and fails to cure within thirty (30) days of notice
- Becomes insolvent, files for bankruptcy, or ceases operations
We may suspend or terminate your access immediately if you violate acceptable use provisions or pose a security risk.
15.4 Effect of Termination
Upon termination:
- Your license to use the Service immediately terminates
- You must cease all use of the Service and Documentation
- We will make Client Data available for export for thirty (30) days
- After the export period, we may delete Client Data
- Provisions that by their nature should survive will survive termination
16. Dispute Resolution
16.1 Informal Resolution
Before initiating formal dispute resolution, the parties agree to attempt to resolve disputes informally by contacting legal@azinai.com. The parties will attempt in good faith to resolve disputes within thirty (30) days.
16.2 Arbitration
Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in New York, New York, and judgment on the award may be entered in any court of competent jurisdiction.
16.3 Exceptions
Notwithstanding the above, either party may seek injunctive relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.
16.4 Class Action Waiver
You agree to resolve disputes with us on an individual basis and waive any right to participate in class actions or class arbitrations.
17. General Provisions
17.1 Governing Law
These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
17.2 Entire Agreement
These Terms, together with any Order Forms and the Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings.
17.3 Amendment
We may amend these Terms by posting updated terms on our website. Material changes will be notified via email or in-Service notification at least thirty (30) days before taking effect. Your continued use after the effective date constitutes acceptance.
17.4 Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
17.5 Notices
Notices to AzinAI should be sent to:
AzinAI Intelligence Inc.
447 Broadway, 2nd Floor #1105
New York, NY 10013
Email: legal@azinai.com
Notices to you will be sent to the email address associated with your account.
17.6 Severability
If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
17.7 Waiver
No failure or delay in exercising any right shall constitute a waiver of that right. A waiver of any breach shall not be a waiver of any subsequent breach.
17.8 Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, war, terrorism, strikes, government actions, or internet service disruptions.
17.9 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
17.10 No Third-Party Beneficiaries
These Terms do not create any rights for third parties except as expressly provided.
18. Contact Information
For questions about these Terms, please contact:
AzinAI Intelligence Inc.
447 Broadway, 2nd Floor #1105
New York, NY 10013
United States
Email: legal@azinai.com
Support: support@azinai.com
By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.