Terms of Service

1. Definitions

• "Agreement" means these Terms of Service, our Privacy Policy, and any order forms or subscription agreements you execute with us.
• "Service" means the Sapiensify web application, APIs, and related services operated by Sapiensify, Inc..
• "Content" means text, data, briefs, pipelines, and any other material you create, upload, or transmit through the Service.
• "Subscription" means a paid plan granting access to the Service for a billing period.
• "User" means any individual who creates an account or uses the Service under your organisation's account.

2. Accounts

You must provide a valid email address and keep your account credentials confidential. You are responsible for all activity that occurs under your account. Notify us immediately at legal@sapiensify.org if you suspect unauthorised access.

You must be at least 18 years old to create an account. By creating an account you represent and warrant that this is true.

3. Licence to Use the Service

Subject to these Terms and timely payment of applicable fees, Sapiensify, Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service solely for your internal business purposes during the subscription period.

You may not: (a) resell, sublicense, or white-label the Service; (b) reverse- engineer or attempt to extract source code; (c) use the Service to build a competing product; or (d) circumvent usage limits or access controls.

4. Your Content

You retain all ownership rights in your Content. By using the Service you grant Sapiensify, Inc. a limited, non-exclusive licence to process your Content solely as necessary to provide the Service to you (e.g., auto-saving pipeline state, rendering previews). We do not use your Content to train AI models or share it with third parties.

You are solely responsible for your Content. You represent and warrant that:

• You own or have the right to use and publish your Content.
• Your Content does not infringe any third-party intellectual property rights.
• Your Content does not violate any applicable law or regulation.
• Your Content does not contain malware, viruses, or malicious code.

5. Acceptable Use

You agree not to use the Service to:

• Violate any applicable federal, state, local, or international law.
• Transmit spam, unsolicited commercial communications, or phishing content.
• Harass, threaten, defame, or discriminate against any person.
• Distribute content that is unlawfully obscene, hateful, or violent.
• Generate or distribute disinformation or deliberately deceptive content.
• Attempt to gain unauthorised access to any system, account, or data.
• Interfere with or disrupt the integrity or performance of the Service.
• Use the Service for any purpose that violates export control or sanctions laws.

We reserve the right to suspend or terminate access to any account that violates this policy, with or without notice.

6. Subscriptions & Billing

Paid plans are billed in advance on a monthly or annual basis via Stripe. All fees are stated in US dollars and are non-refundable except as expressly stated in our refund policy or required by law.

Auto-renewal: Subscriptions renew automatically at the end of each billing period unless cancelled at least 24 hours before renewal via your account settings or by emailing legal@sapiensify.org.

Price changes: We will give you at least 30 days' notice of any price increase via email. Continued use after the new price takes effect constitutes acceptance.

Free trial: If you start a free trial, you will not be charged until the trial ends. You may cancel at any time during the trial at no charge.

7. Intellectual Property

The Service, including its software, design, trademarks, and documentation, is owned by Sapiensify, Inc. and protected by US and international intellectual property laws. Nothing in these Terms transfers any intellectual property rights to you beyond the limited licence in Section 3.

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose without compensation or attribution to you.

8. Copyright — DMCA Notice & Takedown

Sapiensify, Inc. respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe that content on the Service infringes your copyright, please send a written notice containing the following information to our designated agent:

1. Your physical or electronic signature (or that of the authorised agent).
2. Identification of the copyrighted work you claim has been infringed.
3. Identification of the allegedly infringing material and its location in the Service.
4. Your contact information (name, address, telephone, email).
5. A statement that you have a good-faith belief that the disputed use is not authorised.
6. A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorised to act on the owner's behalf.

Counter-notifications: If you believe content was removed in error, you may submit a counter-notification under 17 U.S.C. § 512(g). Repeat infringers will have their accounts terminated.

9. Third-Party Services

The Service may integrate with or link to third-party services (e.g., Stripe, Clerk, PostHog). We are not responsible for the content, policies, or practices of third-party services. Your use of them is subject to their own terms and privacy policies.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. SAPIENSIFY, INC. DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ANY ERRORS WILL BE CORRECTED.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions the above exclusions apply to the fullest extent permitted by law.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SAPIENSIFY, INC., ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES — INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION — ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO SAPIENSIFY, INC. IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (USD $100).

The limitations above are a fundamental element of the basis of the bargain between you and Sapiensify, Inc.. Some jurisdictions do not allow certain limitations of liability; in those jurisdictions the above applies to the fullest extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Sapiensify, Inc. and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your access to or use of the Service; (b) your Content; (c) your violation of these Terms; or (d) your violation of any rights of a third party.

13. Term & Termination

These Terms are effective until terminated. You may terminate your account at any time via account settings. We may suspend or terminate your access for material breach of these Terms, non-payment, or if required by law.

Upon termination: (a) all licences granted to you immediately cease; (b) you lose access to your Content stored on our servers; and (c) Sections 4, 7, 10, 11, 12, 14, and 15 survive termination.

We will retain your data for 30 days after account deletion, after which it will be permanently purged unless we are required by law to retain it longer. You may request an earlier deletion by emailing legal@sapiensify.org.

14. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law provisions.

Informal resolution: Before initiating formal proceedings, you agree to contact us at legal@sapiensify.org and give us 30 days to attempt to resolve the dispute informally.

Binding arbitration: If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Wilmington, Delaware, or by videoconference at either party's election. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver: You agree that any arbitration or proceeding shall be limited to the dispute between you and Sapiensify, Inc. individually. To the fullest extent permitted by law, no arbitration or proceeding will be joined with another, and no class or representative action will be permitted.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in the state or federal courts located in Delaware to protect intellectual property rights or confidential information.

15. General Provisions

• Entire agreement: These Terms, together with the Privacy Policy and any executed order forms, constitute the entire agreement between you and Sapiensify, Inc. regarding the Service.
• Modifications: We may modify these Terms at any time. Material changes will be communicated via email or in-app notice at least 14 days in advance. Continued use constitutes acceptance.
• Severability: If any provision is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.
• Waiver: Our failure to enforce any right or provision is not a waiver of that right or provision.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure: Neither party is liable for failure or delay resulting from causes beyond reasonable control, including natural disasters, war, terrorism, pandemics, or infrastructure outages.
• No agency: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

16. Contact