Terms of service.

These Terms of Service (the “Terms”) form a binding agreement between you and Aculeus (“Aculeus,” “we,” “our,” or “us”) governing your access to and use of aculeus.ai (the “Site”) and the Aculeus workbench application (the “Service”).

If you are accessing the Service on behalf of an organization (a “Customer”), you represent that you have authority to bind that organization to these Terms. Where the Customer has signed a separate written order form, master subscription agreement, data processing addendum, or other negotiated agreement (each, an “Order”) with Aculeus, the Order controls in the event of any conflict with these Terms.

You must be at least eighteen (18) years old and not barred from receiving the Service under applicable law to use it.

Access to the Service requires an account. You are responsible for maintaining the confidentiality of authentication credentials and for all activity that occurs under accounts you control or administer. You agree to notify Aculeus immediately at security@aculeus.ai of any suspected unauthorized access.

Customer administrators are responsible for inviting, provisioning, and de-provisioning users within their tenant and for configuring access controls appropriate to the sensitivity of the workbench content stored there.

Use of the Service is subject to the subscription terms and fees set out in the applicable Order. Unless the Order states otherwise, subscriptions renew automatically for successive terms equal to the initial term and fees are payable in advance, in U.S. dollars, by the payment method on file. Late payments accrue interest at the lesser of one-and-one-half percent (1.5%) per month or the maximum amount permitted by law.

Fees are exclusive of taxes, levies, and duties. The Customer is responsible for all such amounts other than taxes based on Aculeus's net income. If the Customer is required to withhold any tax, the Customer must increase the amount payable so that the net amount received by Aculeus equals the originally invoiced amount.

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

Aculeus and its licensors retain all right, title, and interest in and to the Service, the Site, the underlying software, models, infrastructure, and any feedback, suggestions, or ideas you provide. No rights are granted by implication, estoppel, or otherwise.

The Customer retains all right, title, and interest in and to its Customer Content (defined below). The Customer grants Aculeus a worldwide, royalty-free license to host, copy, transmit, process, and display Customer Content solely as necessary to provide and improve the Service for that Customer and to comply with legal obligations.

You agree not to, and not to permit any user to:

• use the Service to violate any law, regulation, or third-party right;
• surveil, profile, or target an individual in a manner that is unlawful or that lacks a lawful basis under applicable data-protection law;
• harvest, scrape, or otherwise obtain data from third-party sources in violation of those sources' terms or applicable law;
• generate outputs that misrepresent or fabricate the evidence trail, including by stripping, altering, or hiding the source path attached to a reading;
• attempt to reverse-engineer, decompile, or extract the source code, models, weights, or proprietary algorithms of the Service except as permitted by law;
• circumvent rate limits, access controls, or tenant isolation, or probe the Service for vulnerabilities except under a coordinated disclosure as described at aculeus.ai/security;
• introduce malware, conduct denial-of-service activity, or otherwise interfere with the Service or its users; or
• resell, sublicense, or make the Service available to third parties except as expressly permitted in an Order.

Aculeus may suspend access to all or part of the Service if it reasonably believes such use is occurring or about to occur. We will, where lawful and consistent with security, provide notice and an opportunity to cure.

“Customer Content” means all documents, feeds, records, notes, annotations, readings, and other materials that the Customer or its users submit to or generate within the Service. The Customer is solely responsible for the lawfulness, accuracy, and quality of its Customer Content and for ensuring it has the rights necessary to submit it to the Service.

Aculeus does not access, monitor, or use Customer Content except as necessary to provide, secure, and support the Service, or as required by law. Aculeus does not train shared or third-party machine-learning models on Customer Content.

Aculeus uses commercially reasonable efforts to make the Service available subject to scheduled maintenance, emergency maintenance, and circumstances beyond our reasonable control. Where an Order sets out a service-level commitment, that commitment controls.

Aculeus may modify, add, or remove features of the Service from time to time. Where a change materially reduces functionality used by the Customer, Aculeus will provide reasonable advance notice and, when relevant, a migration path or deprecation window of at least sixty (60) days.

Each party may disclose to the other non-public business, technical, or financial information (“Confidential Information”). The receiving party will protect the disclosing party's Confidential Information using the same degree of care it uses for its own confidential information (and in any event no less than reasonable care), and will use it only to exercise rights and perform obligations under these Terms.

Customer Content is Customer Confidential Information. The Service, Aculeus's pricing, security designs, and roadmap are Aculeus Confidential Information. These confidentiality obligations survive termination of the subscription for three (3) years, except for trade secrets, which are protected for as long as they remain trade secrets.

Aculeus warrants that it will provide the Service in a workmanlike manner consistent with generally accepted industry standards. Aculeus's sole obligation and the Customer's exclusive remedy for breach of this warranty is for Aculeus to re-perform the deficient services or, where re-performance is not commercially feasible, to refund the fees attributable to the affected period.

Except for the limited warranty above, the Service and the Site are provided “as is” and “as available.” To the maximum extent permitted by law, Aculeus disclaims all other warranties, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and non-infringement.

The Service surfaces evidence and scores claims; it does not make decisions for you. Confidence scores indicate strength of evidence rather than guarantee of accuracy. The Customer is responsible for the decisions it makes on the basis of Service outputs and for the human review appropriate to those decisions.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business, goodwill, or data, arising out of or related to these Terms, even if advised of the possibility of such damages.

Each party's aggregate liability under these Terms is capped at the fees paid or payable by the Customer to Aculeus in the twelve (12) months preceding the event giving rise to the claim.

The limitations in this section do not apply to: (a) the Customer's payment obligations; (b) either party's breach of its confidentiality obligations; (c) either party's indemnification obligations; or (d) liability that cannot be limited under applicable law.

Aculeus will defend the Customer against any third-party claim alleging that the Service, as provided by Aculeus and used in accordance with these Terms, infringes that third party's intellectual-property rights, and will indemnify the Customer for damages and reasonable settlement amounts finally awarded against the Customer in such a claim.

The Customer will defend Aculeus against any third-party claim arising from (a) Customer Content, (b) the Customer's use of the Service in violation of these Terms or applicable law, or (c) decisions made by the Customer on the basis of Service outputs, and will indemnify Aculeus for damages and reasonable settlement amounts finally awarded against Aculeus in such a claim.

The indemnifying party's obligations are conditioned on the indemnified party (i) providing prompt written notice of the claim, (ii) granting sole control of the defense and settlement, and (iii) providing reasonable cooperation.

These Terms apply for as long as you access the Site or the Service. Subscriptions begin and renew as set out in the Order. Either party may terminate for material breach if the other party fails to cure within thirty (30) days of written notice. Either party may terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

On termination, the Customer's right to access the Service ends. Aculeus makes Customer Content available for export for thirty (30) days following termination, after which it is deleted from production systems within ninety (90) days, with residual copies removed from encrypted backups according to our backup rotation schedule. Provisions that by their nature are intended to survive termination (including confidentiality, intellectual-property ownership, warranty disclaimers, liability limits, and indemnification) survive.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any dispute not subject to arbitration, and waive any objection to venue in those courts.

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property rights or confidential information without first engaging in arbitration. Otherwise, any dispute arising out of these Terms that the parties cannot resolve in good faith within thirty (30) days will be finally settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, conducted in Wilmington, Delaware by a single arbitrator, in English. Each party bears its own costs except as the arbitrator may otherwise award.

Entire agreement. These Terms, together with any Order, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements.

Assignment. Neither party may assign these Terms without the other's written consent, except that either party may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice.

Force majeure. Neither party is liable for failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet outages, or government action.

Notices. Notices to Aculeus must be sent to legal@aculeus.ai. Notices to the Customer will be sent to the email address on the account or to the address set out in the Order.

Severability and waiver. If any provision of these Terms is held unenforceable, the remaining provisions continue in full force. Failure to enforce a provision is not a waiver of the right to enforce it later.

Changes. Aculeus may update these Terms from time to time. Material changes are announced at least thirty (30) days in advance through the workbench or by email to account administrators. Continued use of the Service after the effective date constitutes acceptance.

These Terms are provided as Aculeus's standard contracting position. They are not legal advice and may not be appropriate for every jurisdiction or transaction. Customers should have their own counsel review before relying.