Terms & Conditions

2. Description of Service

The Service provides business development, resource planning, financial analytics, and related tools for professional services organizations. Features and availability may vary by plan and region. We reserve the right to modify, suspend, or discontinue any part of the Service with reasonable notice where practicable, except where prohibited by law or your agreement with us.

3. Accounts and Eligibility

You must provide accurate and complete registration information and keep your account secure. You are responsible for all activity under your account. The Service is intended for business use by authorized users. You must be at least 18 years old (or the age of majority in your jurisdiction) and not barred from using the Service under applicable law.

4. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights
• Transmit malicious code, attempt unauthorized access, or interfere with the Service or others' use
• Scrape, resell, or redistribute the Service or data except as permitted by your plan or separate agreement
• Use the Service for illegal, fraudulent, or abusive purposes
• Impersonate any person or entity or misrepresent your affiliation

We may suspend or terminate access for violation of these Terms or for any reason that protects the security or integrity of the Service and our users.

5. Intellectual Property & Data

5.1. Our Intellectual Property.

We and our licensors retain all right, title, and interest in and to the Service, including all underlying software, artificial intelligence models, algorithms, design, text, graphics, and other content (excluding Customer Data and Generated Content). We grant you a limited, non-exclusive, non-sublicensable, non-transferable license to access and use the Service solely in accordance with these Terms and your subscription plan.

5.2. Customer Data.

You retain all right, title, and interest in and to any data, information, or materials you submit to the Service ("Customer Data"). You grant us a limited, non-exclusive, worldwide, royalty-free license to use, host, reproduce, modify, and display your Customer Data solely for the purpose of operating, providing, and improving the Service for you. We will treat your Customer Data as your Confidential Information.

5.3. Generated Content.

We acknowledge that as between you and us, you own all right, title, and interest in and to the unique output generated by the Service based on your Customer Data ("Generated Content"). You are responsible for the Generated Content, including ensuring it does not violate any applicable laws or these Terms.

5.4. Our Use of Data.

We will not use your Customer Data or Generated Content to train our general artificial intelligence models that serve other customers. We may use anonymized and aggregated data derived from your use of the Service for our own business purposes, such as service analytics and product improvement, provided that such data cannot be used to identify you or your organization.

6. Payment and Subscription

Fees, billing cycles, and payment terms are as specified in your plan or order. You must provide valid payment information. Fees are generally non-refundable unless otherwise stated or required by law. We may change fees with advance notice; continued use after the change constitutes acceptance. Failure to pay may result in suspension or termination of the Service.

7. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. YOU USE THE SERVICE AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN SUCH CASES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEDE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL) ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE. OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (OR ONE HUNDRED U.S. DOLLARS IF GREATER). THESE LIMITATIONS APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. Indemnification

9.1. Indemnification by You.

You agree to indemnify, defend, and hold harmless Excede and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Service, your data, your violation of these Terms, or your violation of any third-party rights or law.

9.2. Indemnification by Excede.

We will defend you against any third-party claim, suit, or proceeding alleging that your authorized use of the Service infringes a third party's valid U.S. patent, copyright, or trademark ("IP Claim"), and we will indemnify you for any damages and costs finally awarded against you or agreed to in settlement by us (including reasonable attorneys' fees). Our obligations under this section are conditioned on you: (a) promptly notifying us in writing of the IP Claim; (b) granting us sole control of the defense and settlement of the IP Claim; and (c) providing us with all reasonable assistance, at our expense. We will have no liability for any IP Claim arising from: (i) your Customer Data; (ii) your modification of the Service; or (iii) the combination of the Service with any product, service, or data not provided by us.

10. Termination

You may stop using the Service at any time. We may suspend or terminate your access or your organization's account for breach of these Terms, non-payment, or for our convenience with reasonable notice where required by your agreement. Upon termination, your right to use the Service ceases. Provisions that by their nature should survive (including disclaimers, limitation of liability, indemnification, and governing law) will survive termination.

10.1. Data Handling Upon Termination.

Upon your request made within thirty (30) days after the effective date of termination, we will make your Customer Data and Generated Content available to you for export in a standard format. After this 30-day period, we will have no obligation to maintain or provide any of your data and will thereafter, unless legally prohibited, delete all of your Customer Data and Generated Content in our systems or otherwise in our possession or control in accordance with our standard data deletion policies.

11. Governing Law and Disputes

These Terms are governed by the laws of the Commonwealth of Puerto Rico, without regard to conflict of law principles. Any dispute arising out of or related to these Terms or the Service shall be resolved exclusively in the courts of the Commonwealth of Puerto Rico or the United States District Court for the District of Puerto Rico, and you consent to personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12. Changes

We may modify these Terms from time to time. We will post the updated Terms on this page and update the "Last updated" date. For material changes, we will provide notice as required by law or your agreement (e.g., by email or in-Service notice). Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service.

13. General

These Terms, together with our Privacy Policy, any supplemental agreements (such as beta participation agreements or data processing agreements), and any order or plan terms, constitute the entire agreement between you and Excede regarding the Service. No waiver of any provision is effective unless in writing. If any provision is held invalid, the remaining provisions remain in effect. We may assign these Terms; you may not assign without our prior written consent. Nothing in these Terms creates a partnership, joint venture, or agency.

14. Contact

For questions about these Terms, contact us at legal@excede.ai, or at the address we publish for legal notices.