Terms and Conditions

These Eucera AI Terms of Service (the “Agreement“) apply to, and govern, access to and use of the Service (defined below). 

CUSTOMER IS AGREEING TO THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” (OR SIMILAR) BUTTON, BY CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THIS AGREEMENT, OR OTHERWISE BY REGISTERING FOR OR ACCESSING THE SERVICE, WHICHEVER IS EARLIER.

This Agreement also applies to, and governs, the executed Order (defined below), and this Agreement is hereby incorporated by reference into, and made a part of, such Order.

The Agreement constitutes a binding agreement between ANDRENA AI (“Company“) and the customer specified in the Order or the Service registration page, as the case may be (“Customer“). If an individual is submitting an Order, or otherwise subscribing to the Service, using an organization’s email address, such organization shall be deemed the Customer.

Company and Customer may be collectively referred to herein as the “Parties“, and each individually as a “Party“. An individual entering into this Agreement on behalf of the Customer, represents that he/she has the right, authority and capacity to act on behalf of the Customer and to bind the Customer to this Agreement. 

If Customer has purchased its Service subscription through a Reseller (defined below), Customer’s payment obligations under Section 7 (Payment) shall not apply. In such cases: (a) Company will only be obligated to provide the Service to Customer if Company and Reseller have executed a purchase order for such purchase; (b) Company may share information with Reseller related to Customer’s use and consumption of the Service; (c) Company shall be entitled to withhold or otherwise suspend Customer’s access to the Service if Company has not been paid by Reseller; (d) this Agreement governs Customer’s access to and use of the Service, notwithstanding anything to the contrary in Customer’s agreement with the Reseller; and (e) Reseller is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Company or in any way concerning the Service.

1. DEFINITIONS

1.1 Affiliate
Means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

1.2 Content
Means any text, data, information, reports, files, images, graphics, software code, or other content.

1.3 Customer Content
Means any Content submitted or uploaded to, or transmitted through, the Service, or otherwise provided or made available to Company, by or on behalf of Customer.

1.4 Customer Environment
Means the on-premise or virtual equipment, systems and/or servers owned or managed solely by Customer, as specified in the Order.

1.5 Documentation
Means the Service-related operational guides or manuals, which Company provides or makes available to Customer, in any form or medium. Documentation does not include any marketing, or other publicly available, materials.

1.6 Effective Date
Means the date the Order is executed by the Parties, unless the Order itself specifies a different start/effective date.

1.7 Input
Means any Customer Content inputted or otherwise submitted by Customer to the Service in order to receive an Output.

1.8 Intellectual Property Rights
Means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, registered or unregistered, and whether vested, contingent, or future) in and to inventions, works of authorship, designs, software, technical info, databases, know-how, branding, and includes patents, copyrights, trade secrets, trademarks, and associated goodwill.

1.9 Installed Software
Means any client device software made available to Customer by Company for installation on Users’ devices, to be used in connection with the Service.

1.10 Law
Means any federal, state, foreign, regional, or local statute, regulation, ordinance, or rule of any jurisdiction.

1.11 Order
Means the ordering document (e.g., Order Form, Proposal) entered into between the Parties, specifying the Service and any other services purchased.

1.12 Other Services
Means Setup Services, Support Services, Professional Services, and/or any other services (other than the Service) provided by Company.

1.13 Output
Means any Content generated specifically for Customer by the Service in response to the Customer’s Input, excluding any Company IP.

1.14 Privacy Policy
Means the Company’s privacy policy, available here 

1.15 Professional Services
Means Service-related installation, deployment, configuration, training, customization, integration, or other services.

1.16 Reseller
Means any distributor, reseller, or similar channel partner authorized by Company to sell Service subscriptions.

1.17 Service
Means the Company’s SaaS offering, known as Eucera AI, including related applications, APIs, AI agents, and tools.

1.18 Service Content
Means any Content (excluding Customer Content) provided or made available via the Service.

1.19 Subscription Scope
Means any Service-related usage or consumption limitations or entitlements specified in the Order.

1.20 Site
Means the Company’s website: https://eucera.ai/

1.21 “Support Services” means any Service-related technical support and maintenance services specified in the Service Level Agreement (“SLA“) set forth in Schedule A 

1.22 Usage Statistics
Means any non-Customer-identifying data or analytics relating to the use and operation of the Service.

1.23 User
Means Customer’s or its Affiliate’s employees or contractors authorized to use the Service under an issued user ID and password.

2. ACCOUNT

In order to access the Service, Customer may be given the opportunity (or otherwise be required) to generate an account by submitting the information requested in the applicable online registration page or Service interface (the “Account”).

Customer’s Account registration may impose limitations on the number or types of Accounts. Absent such limitations, Customer shall be entitled to:

  • A single administrator Account that will have administrative privileges over the Account (the “Admin Account”), and

  • One user Account per user (each, a “User Account”).

Customer shall ensure that all information submitted during the registration process is, and will thereafter remain, complete and accurate.

As between Company and Customer, Customer shall be solely responsible and liable for:

  • Maintaining the confidentiality and security of its Account credentials, and

  • All activities that occur under or in such Account.

Customer shall immediately notify Company in writing of any unauthorized access to, or use of, an Account, or any other breach of security.

3. PILOTS AND EVALUATION PRODUCTS

3.1. Pilots
If agreed in the Order, Customer may be entitled to conduct an evaluation, “proof-of-concept”, or pilot of the Service (a “Pilot”).
A Pilot is limited to whatever duration, features, and functionalities Company elects in its sole discretion (or that is otherwise specified in the Order), and—unless agreed otherwise—Company reserves the right to add or remove features and terminate the Pilot at any time, with or without notice.

3.2. Evaluation Products
From time to time, Company may permit Customer to try certain Service features or functionalities at no charge for a free trial or evaluation period (each, an “Evaluation Product”).
Evaluation Products may be labeled beta, pilot, evaluation, or trial.
Unless otherwise specified, the default Evaluation Period is thirty (30) days.
Company reserves the right to terminate an Evaluation Period at any time, with or without notice.

3.3. General
The usage restrictions in Section 9.2 (Usage Restrictions) also apply to Evaluation Products and Pilots.

IMPORTANT: Evaluation Products and Pilots are provided solely for internal evaluation and not for production use.
Company shall have no obligation or liability of any kind for Evaluation Products or Pilots.
To the extent that applicable law does not permit full exclusion of liability, Company’s aggregate liability shall not exceed ten US dollars (USD $10).

4. SERVICE SUBSCRIPTION

4.1. General
Subject to the terms of this Agreement (including timely payment of all applicable Fees), Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license, during the Subscription Term, to:

  • (a) Access and use the Service, and view the Service Content, for Customer’s internal end use; and

  • (b) If applicable, download, install, and use the Installed Software within the applicable Customer Environment.

The Subscription is subject to the defined Subscription Scope.
Customer may not use technical or other means to exceed or circumvent such limits.

The Service is licensed, not sold. All rights not explicitly granted are reserved by Company.

Company will use reasonable efforts to provide the Service as intended.
Downtime may occur for scheduled or emergency maintenance, third-party outages, or causes beyond Company’s control.

Customer remains responsible for its Users’ compliance with this Agreement.
Acts or omissions by Users are deemed those of the Customer.

4.2. Customer Affiliates
Subject to the Subscription Scope, Customer may permit Affiliates to use the Service, provided:

  • (a) Such use is for the benefit of Customer or the Affiliate; and

  • (b) The Affiliate agrees to be bound by all applicable restrictions.

Customer remains fully responsible for Affiliate and User compliance.

4.3. Monitoring
Company and its Affiliates may monitor Customer’s use of the Service (e.g., logs, analytics) for:

  • Quality control

  • Agreement enforcement

  • Product improvement

  • Generating Usage Data

4.4. Delivery and Hosting
The Service will be provided via Site, API, or other method defined in the Order.
Software (e.g., Agents) is deemed accepted upon delivery.
The Service may be hosted by a third-party Hosting Provider, and:

  • (a) Availability may depend on their systems; and

  • (b) Customer Content may be processed by them.

4.5. Usage Data
Company may generate, use, and commercialize Usage Data, and use it to improve the Service and train models.
This activity is not limited by this Agreement.

4.6. Features and Functionalities
Company may update or replace features and UI elements over time.
Material features Customer is entitled to will not be removed unless enhanced.
Customer’s purchase is not contingent on future features or functionalities.

5. AI AGENT FUNCTIONALITY

5.1. Overview
As part of the Service, Company may provide functionality enabling Customer and its Users to interact with AI-powered software agents and automations (“AI Agents”).
These agents may perform tasks on Customer’s behalf, including but not limited to:

  • Scheduling and booking

  • Initiating UI displays

  • Updating or retrieving records

  • Accessing third-party systems (e.g., CRM, knowledge bases)

  • Monitoring user activity (including screen recording with data masking, if enabled)

5.2. Customer Responsibilities

a. Authorization and Responsibility
Customer is solely responsible for ensuring it has all necessary rights and consents for AI Agents to interact with systems, applications, and users.
Customer remains liable for any actions taken by AI Agents and their consequences.

b. Verification and Review
Customer must independently validate all AI Agent outputs and actions.
Company does not guarantee the correctness, legality, or suitability of any action or recommendation generated by an AI Agent.

c. Screen Recording and User Tracking
If enabled, screen recording and tracking features must comply with applicable laws and internal policies. Customer must obtain all necessary consents.

d. Third-Party System Interactions
AI Agents may interact with third-party systems. Company is not responsible for the behavior, data practices, or results of such interactions.

e. AI Agent Outputs and Disclaimer
AI-generated outputs may be inaccurate or incomplete.
They are provided “as is” without warranties, and Customer assumes all risk.
Customer must evaluate and verify all outputs before acting on them.

5.3. Lawful Use and Prohibited Activities
Customer must ensure use of AI Agents complies with all applicable laws, including AI-specific regulations.
Customer shall not use AI Agents to:

  • Violate laws or third-party rights

  • Submit or process Sensitive Data

  • Mislead users into believing AI-generated content is human

  • Reverse engineer or extract AI models

  • Train competing AI products

Company may suspend AI features without notice for suspected misuse.

5.4. Automated Decision-Making Restrictions
Customer shall not use AI Agents for automated decisions with legal or significant effects (e.g., employment, credit, healthcare) without human oversight.

5.5. Disclaimers
This section supplements all disclaimers in Sections 8 and 11. Company assumes no liability for AI Agent behavior or content.

5.6. AI Training
Unless explicitly authorized in writing, Company will not use Customer Content or Outputs to train its AI models.
Aggregated, de-identified statistics may be used solely to improve AI functionality for the Customer.

5.7. Third-Party AI Providers
Company may use third-party AI providers to deliver certain AI features.
Such providers will not use Customer data to train their own models.
Company disclaims all liability for third-party AI providers’ actions.

6. SERVICES

6.1. Setup Services
If applicable and subject to payment of applicable Fees, Company will provide the setup or onboarding services specified in the Order (“Setup Services”).

6.2. Support Services
As long as Customer remains current with all payment obligations, Customer is entitled to receive Support Services as specified in the Agreement.

6.3. Professional Services
Except for Setup Services, Company is not obligated to provide Professional Services unless mutually agreed in a signed Professional Services Statement of Work (each, a “Professional Services SOW”).
Professional Services will be charged in accordance with the applicable SOW and deemed incorporated into this Agreement.

6.4. General
Other Services will be performed by Company or its Affiliates for the benefit of the Customer. Customer agrees to:

  • Cooperate fully and make necessary systems, assets, and resources available.

  • Allow Company to subcontract Other Services with Customer’s reasonable written consent (not to be unreasonably withheld).

Unless expressly agreed otherwise, Other Services will be delivered remotely.
If on-site attendance is requested and approved, Company may charge standard rates and recover travel and lodging expenses.

7. PAYMENT

7.1. Fees
Customer agrees to pay the fees and charges set forth in the Order (“Fees”).

7.2. Fee Increases
Company may increase Fees for renewals with at least 30 days’ prior written notice.

7.3. Payment Terms
Unless otherwise stated:

  • Fees are in USD and billed annually.

  • Company may invoice in advance.

  • Payment is due within 30 days.

  • All payments are non-refundable.

  • Late payments accrue 1.5% monthly interest or the maximum allowed by law.

  • Company may charge for collection costs (legal, court, etc.).

7.4. Payment Disputes
Customer must dispute charges in writing within 7 days of invoice receipt or waive the right to dispute.

7.5. Taxes
Customer is responsible for all applicable taxes except for those based on Company’s income.

7.6. Payment Processing
Customer consents to recurring charges and updates to stored payment info for uninterrupted service.

7.7. Reporting; Usage Audit
Company may audit usage and charge for overages.

8. CUSTOMER CONTENT AND OUTPUT

8.1. Ownership
Customer retains ownership of all Customer Content.

8.2. Output Ownership
Customer owns Output generated from their Input.

8.3. No Sensitive Data
Customer must not upload or link to sensitive data (e.g., health, financial, political).

8.4. Responsibility
Customer is responsible for legality, accuracy, and quality of its Content.

8.5. License to Company
Customer grants Company a license to process Content for service delivery and anonymized improvement.

8.6. Output Disclaimer
Customer is responsible for verifying Output accuracy. AI results are probabilistic and may not be unique.

8.7. No Storage
The Service is not intended for data storage. Customer must back up all data.

8.8. Security
Company will implement administrative, technical, and physical safeguards to protect Customer Content.

8.9. Privacy Policy
Customer consents to the Company’s privacy policy as incorporated by reference.

9. COMPANY INTELLECTUAL PROPERTY

9.1. Ownership
Company (and its licensors) retains all rights to the following:

  • The Service and its underlying technology

  • Other Services

  • Service Content (excluding Output)

  • Confidential Information

  • Feedback

  • Usage Statistics

  • Any improvements or derivatives of the above

If not automatically vested, rights are assigned to Company, and Customer agrees to assist in perfecting such rights.

9.2. Usage Restrictions
Customer agrees not to:

  • Copy, sell, sublicense, display, or modify any Company IP

  • Reverse engineer or extract source code

  • Interfere with security features

  • Use the Service to build a competing product

  • Submit malware or scrape the platform

  • Abuse system resources

  • Benchmark or publish performance data

  • Use the Service for unethical or illegal activity

10. CONFIDENTIALITY

Each party agrees to:

  • Protect the other’s Confidential Information using reasonable care

  • Use it only for purposes under this Agreement

  • Share it only with those who need access and are bound by confidentiality

Disclosures required by law must be preceded by notice where legally allowed.
Breach of confidentiality entitles the harmed party to seek equitable relief.

11. PERFORMANCE WARRANTY; DISCLAIMERS

11.1. Performance Warranty
Company warrants the Service will conform to its documentation and perform services in a professional manner.
This does not apply to issues caused by:

  • Customer misuse or modification

  • Third-party components

  • Outdated versions

11.2. Disclaimer of Warranties
Except as provided above, all materials are provided “as is.”
Company disclaims all implied warranties, including:

  • Merchantability

  • Fitness for purpose

  • Non-infringement

  • Data transmission reliability

  • Legal compliance

12. LIMITATION OF LIABILITY

12.1. Excluded Damages
Neither party is liable for:

  • Indirect, incidental, or consequential damages

  • Loss of profit, data, or goodwill

  • Cost of substitute goods/services

12.2. Cap on Liability
Company’s total liability is limited to the amount paid by Customer in the 12 months before the event giving rise to liability, or $100 if no fees were paid.

12.3. Applicability
These limitations apply regardless of legal theory and even if a remedy fails its essential purpose.

13. INDEMNIFICATION

13.1. By Company
Company will defend and indemnify Customer against claims that the Service infringes a third-party copyright or patent, except if caused by:

  • Modifications by Customer

  • Combination with third-party products

  • Misuse or outdated versions

If the Service becomes subject to a claim, Company may:

  • Get a license

  • Modify the Service

  • Terminate access and refund prepaid unused fees

13.2. By Customer
Customer will defend and indemnify Company against claims arising from:

  • Customer’s breach of the Agreement

  • Misuse of the Service

13.3. Procedure
The indemnified party must promptly notify the other and allow full control of defense and settlement, providing cooperation and not admitting liability.

14. TERM AND TERMINATION

14.1. Term
This Agreement begins on the Effective Date and continues through the Subscription Term unless terminated.

14.2. Renewals
Unless stated otherwise, subscriptions automatically renew for equal periods unless either party gives 30 days’ written notice.

14.3. Termination
Either party may terminate:

  • For cause with 30 days’ notice if the other party fails to cure a material breach

  • Immediately for bankruptcy, insolvency, or cessation of business
    Company may terminate for convenience with 30 days’ notice and refund unused prepaid fees.

14.4. Suspension
Company may suspend access if:

  • Payment is 7+ days late

  • There’s a material breach

  • Suspension is necessary to protect the platform

  • Required by law

14.5. Effect of Termination
Upon termination:

  • Access ceases

  • All unpaid fees are due

  • Customer may retrieve content for 30 days
    Afterward, Company may delete Customer Content

14.6. Survival
Sections 8 through 14 survive termination.

15. MISCELLANEOUS

15.1. Entire Agreement
This Agreement supersedes all prior agreements and forms a complete understanding.

15.2. Amendment
Only written changes signed by both parties are valid.

15.3. Precedence
In case of conflict, this Agreement overrides any Order or SOW unless explicitly stated otherwise.

15.4. Messages
Customer is responsible for all messages sent through the Service and their compliance with applicable laws.

15.5. Third-Party Content
Company is not responsible for content or systems provided by third parties. Customer assumes risk and compliance responsibility.

15.6. Third-Party Software
Open source components are governed by their respective licenses.

15.7. Assignment
Customer may not assign this Agreement without consent. Company may assign freely.

15.8. Governing Law; Jurisdiction
This Agreement is governed by California law.
Any legal actions must be brought in state or federal courts in San Francisco County, CA.

15.9. Severability
If any provision is held invalid, the rest remains enforceable.

15.10. Publicity
Company may use Customer’s name and logo in marketing. Customer agrees to participate in reasonable reference activities.

15.11. Waiver
No waiver is valid unless in writing. Failure to enforce a right is not a waiver.

15.12. Supplemental Terms
Certain features may have additional terms which are binding.

15.13. No Third-Party Beneficiaries
Only the parties to this Agreement have rights under it.

15.14. Relationship
The parties are independent contractors.

15.15. Force Majeure
Neither party is liable for delays or failures due to events beyond their control.

15.16. Notices
Notices must be in writing and may be sent via email, mail, or account interface.

15.17. Export Compliance
Customer agrees not to violate export laws and sanctions.

15.18. Customer Resources
Customer is responsible for all systems and assets needed to access the Service.

15.19. Expenses
Each party bears its own costs unless otherwise stated.

15.20. Government Use
The Service is commercial software and subject to standard federal government terms.

15.21. Equal Drafting & Essential Terms
This Agreement is to be interpreted as if both parties equally participated in drafting.

15.22. Subpoenas
Company may disclose Customer data when required by law or court order.

15.23. High-Risk Activities
Customer shall not use the Service for high-risk activities (e.g., life support, critical infrastructure).

15.24. Anti-Corruption
Customer affirms that no improper inducements or payments have been offered or received.