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Last updated: July 29, 2026
Version 1.5
Effective Date: July 29, 2026
These Terms of Service ("Terms") govern access to and use of the ActualyzeAI software-as-a-service platform (the "Service", as defined in Section 1) provided by ActualyzeAI, Inc., a Delaware corporation ("Actualyze", "we", "us", or "our"). By creating an account, initiating a free trial, or accessing or using the Service, the individual or entity agreeing to these Terms ("Customer" or "you") accepts and agrees to be bound by them.
If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity. If you do not have such authority, or do not agree to these Terms, you must not use the Service.
Your use of the Service is also governed by our Privacy Policy, available at https://actualyze.ai/privacy, which is incorporated into these Terms by reference. By using the Service, you confirm that you have read and understood the Privacy Policy.
The following terms have the meanings given below wherever they appear in these Terms or any Order Form or Exhibit.
"Service" means the Actualyze platform, including all software, features, APIs, Connector Software, and documentation made available by Actualyze. The Service does not include the Site.
"Site" means the ActualyzeAI public website at actualyze.ai and its associated subdomains, access to and use of which is governed by the Website Terms of Use available at https://actualyze.ai/terms/website and not by these Terms.
"Customer Data" means all data, prompts, outputs, and metadata submitted to or processed through the Service by or on behalf of Customer or any Authorized User.
"Authorized User" means any individual permitted to access the Service under Customer's account.
"Order Confirmation" means the electronic confirmation issued by Actualyze to Customer on commencement of a self-serve Subscription Plan, recording the Subscription Plan selected, the Fees applicable, and the Subscription Term.
"Subscription Plan" means the tier of access to the Service selected or contracted by Customer, as recorded in Customer's Order Confirmation or as set out in an Order Form.
"Subscription Term" means the billing period applicable to Customer's Subscription Plan, as selected at the time of subscription or as set out in the applicable Order Form.
"Fees" means the charges payable by Customer for access to the Service, including any subscription fees and usage-based charges, as recorded in Customer's Order Confirmation or as set out in an Order Form.
"Order Form" means a written order document executed by both parties specifying the commercial terms applicable to an Enterprise Subscription.
"Enterprise Subscription" means a subscription to the Service purchased under an Order Form executed by both parties, rather than through Actualyze's standard self-service plans.
"Enterprise Customer" means a Customer with an active Enterprise Subscription.
"LLM Provider" means any third-party artificial intelligence model provider connected to the Service by Customer.
"AI Outputs" means content generated by artificial intelligence models, including models made available by LLM Providers connected by Customer and any models operated or hosted by Actualyze, that is routed through or processed by the Service.
"Connector Software" means any software made available by Actualyze for download that enables Customer to connect on-premises or cloud-hosted systems to the Service.
"Personal Data" has the meaning given to it under applicable data protection legislation.
The Service is intended for use by individuals who are at least 18 years of age. By accessing or using the Service, you represent and warrant that you are at least 18 years old. If you are under 18, you are not permitted to register for or use the Service. Actualyze reserves the right to terminate any account it reasonably believes to be held by a person under the age of 18.
By accessing or using the Service, you represent and warrant that:
all information you provide in connection with your registration or use of the Service is and will remain true, accurate, current, and complete, and you will promptly update it if it changes;
you have the full legal capacity and authority to enter into these Terms, and if accepting on behalf of an entity, to bind that entity;
your use of the Service will comply with all applicable laws and regulations;
you are not subject to economic sanctions of the United States or located in, or acting on behalf of any person or entity located in, a jurisdiction where access to or use of the Service would be unlawful.
If any information you provide is or becomes untrue, inaccurate, or incomplete, Actualyze reserves the right to suspend or terminate your account.
Customer is responsible for designating the Authorized Users to access the Service under Customer's account. Customer shall maintain as confidential any access credentials issued to Authorized Users to access the Service and shall ensure such Authorized Users comply with these Terms. Customer is responsible for all acts or omissions of Authorized Users.
For self-serve Subscription Plans, these Terms are accepted electronically at the point of account creation, trial initiation, or subscription. No countersignature is required.
For Enterprise Subscriptions, these Terms are accepted on execution of an Order Form. In the event of any conflict between these Terms and an Order Form, the Order Form controls as to the subject matter of that conflict.
Actualyze may update these Terms from time to time. Customers on self-serve plans will be notified by email or in-app notice at least 30 days before material changes take effect. Continued use of the Service after that period constitutes acceptance of the updated Terms; your sole remedy if you do not agree to the updated Terms is to cease using the Service. For Enterprise Customers, material changes during an active Subscription Term require mutual written agreement.
By using the Service and providing your email address, you consent to receive communications from Actualyze electronically, including notices, agreements, disclosures, and other information relating to the Service. You agree that electronic communications satisfy any legal requirement that such communications be in writing.
You agree to the use of electronic signatures, electronic contracts, and electronic records in connection with your use of the Service and these Terms. To the fullest extent permitted by applicable law, you waive any right or requirement under any statute, regulation, or rule that requires an original handwritten signature, or the delivery or retention of non-electronic records, in connection with these Terms or your use of the Service.
Actualyze will send notices and communications to the email address registered to your account. You are responsible for ensuring that address remains current and for checking it regularly.
Subject to these Terms and payment of all applicable Fees, Actualyze grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, solely for Customer's internal business purposes.
The features, usage limits, and Fees applicable to each Subscription Plan are those presented to Customer at the point of subscription and recorded in Customer's Order Confirmation, or, for Enterprise Subscriptions, as set out in the applicable Order Form. Information published on the Actualyze website describing plans, features, or pricing is provided for general information, is subject to Section 14.4, and does not form part of these Terms. Actualyze may update plan features and pricing from time to time in accordance with Sections 5.7 and 6.6.
Actualyze may offer a free trial of paid Subscription Plans. The duration, features, and conditions of any trial are as stated at the time the trial is initiated. At the end of a trial, the account will either convert to a paid subscription or revert to a free tier, depending on whether a valid payment method has been provided. Actualyze is not liable for any loss resulting from automatic reversion following trial expiry.
Actualyze may make available Connector Software for download that enables Customer to connect on-premises or cloud-hosted systems to the Service. Subject to these Terms, Actualyze grants Customer a limited, non-exclusive, non-transferable, revocable license to install and use the Connector Software solely for the purpose of connecting Customer's systems to the Service. Customer may not use the Connector Software for any other purpose, and may not modify, reverse engineer, decompile, sublicense, or distribute it. The Connector Software is provided as part of the Service and is subject to all terms, disclaimers, and limitations set out in these Terms.
The Service may enable Customer to connect to LLM Providers and may contain links to or integrations with third-party websites, tools, and services. Actualyze does not operate, endorse, or control any LLM Provider or third-party service, and is not responsible for their availability, content, accuracy, data handling practices, or terms. Customer Data submitted to an LLM Provider is governed solely by that provider's own terms and privacy policy. Customer accesses all third-party services at its own risk and is responsible for ensuring its use of any such service complies with the applicable third-party terms. Actualyze accepts no liability for any loss or damage arising from Customer's use of, or reliance on, any LLM Provider or third-party service.
Actualyze reserves the right to correct any typographical errors, inaccuracies, or omissions in information published in connection with the Service, including descriptions, pricing, and feature details, at any time and without prior notice. Such corrections do not give rise to any right of refund or compensation.
Where a Fee recorded in an Order Confirmation results from a manifest error, Actualyze may notify Customer of the correct Fee within a reasonable period after the Order Confirmation is issued. Customer may then either accept the corrected Fee or cancel the affected Subscription Plan and receive a refund of amounts paid in respect of it. This is Customer's sole remedy in respect of such an error.
Actualyze may modify or discontinue features of the Service at any time. For material changes that reduce the core functionality of a paid Subscription Plan, Actualyze will provide reasonable advance notice. Customer's sole remedy for a material reduction in functionality is to terminate the affected Subscription Plan in accordance with Section 7.
Customer agrees to pay all Fees applicable to its Subscription Plan. Fees are those recorded in Customer's Order Confirmation or set out in an Order Form, and are exclusive of applicable taxes.
Fees for self-serve Subscription Plans are billed in advance at the start of each Subscription Term by the payment method provided. Usage-based charges are calculated and billed at the end of each billing period. Customer agrees to keep a valid payment method on file at all times. For Enterprise Subscriptions, Fees are invoiced and payable in accordance with the applicable Order Form; unless the Order Form provides otherwise, invoiced Fees are due within thirty (30) days of the invoice date.
By providing a payment method, Customer represents and warrants that: (a) Customer has the legal right to use that payment method; (b) all payment information provided is true, accurate, and complete; and (c) Customer will promptly update payment details if they change. Actualyze reserves the right to refuse or cancel any order or subscription at any time, including where Actualyze reasonably suspects fraud, an unauthorized transaction, or where the order cannot be fulfilled for any reason. Where an order is cancelled after payment has been received, Actualyze will issue an appropriate refund. Customer authorizes Actualyze to charge the credit card or payment method for the subscription Fees.
Customer is responsible for all taxes, duties, and levies applicable to its use of the Service. Where Actualyze is required to collect such taxes, they will be added to the applicable invoice.
If a payment fails or is not received when due, Actualyze will notify Customer and provide a forty-five (45) day cure period. If payment is not received within that period, Actualyze may suspend access to the Service. Unpaid amounts accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Customer remains liable for all Fees accrued prior to suspension or termination.
Actualyze may change Fees on 30 days' written notice. Changes take effect at the next renewal date following notice. For Enterprise Customers, pricing is governed by the applicable Order Form for the duration of the committed term.
Fees paid are non-refundable except as required by applicable law, or for Enterprise Customers as expressly set out in an Order Form.
Customer may cancel a self-serve Subscription Plan at any time via account settings. Cancellation takes effect at the end of the current Subscription Term. Access to the Service continues until that date and no refund is issued for the remaining period. Customer may also cancel for an extended, uncured material Service failure as provided in Section 14.2.
For annual self-serve Subscription Plans, Customer must give at least 30 days' notice before the renewal date to prevent automatic renewal. If notice is given after renewal has processed, Customer remains liable for Fees for the entire Subscription Term.
Cancellation of an Enterprise Subscription is governed by the applicable Order Form, which will specify the required notice period and any applicable early termination provisions. If the applicable Order Form does not specify a notice period, the Enterprise Subscription will be treated as an annual self-serve Subscription Plan for purposes of Section 7.2.
Actualyze may terminate these Terms or suspend access to the Service: (a) immediately, if Customer materially breaches the Acceptable Use provisions in Section 8.2; (b) on 30 days' written notice if Customer materially breaches any other provision of these Terms and fails to cure that breach within the notice period; (c) immediately, if Customer becomes insolvent, enters administration or liquidation, or is otherwise unable to pay its debts as they fall due; or (d) immediately, where required to protect the security or integrity of the Service.
Where Actualyze has terminated a Customer's account for cause, that Customer, and any entity on whose behalf the Customer was acting at the time of termination, is prohibited from re-registering for the Service under a different name, email address, or account without Actualyze's prior written consent. Actualyze reserves the right to terminate any account it reasonably believes to have been created in circumvention of this prohibition.
On termination or expiry of a Subscription Plan: (a) Customer's access to the Service ceases at the end of the applicable subscription period; (b) Customer may request export of its Customer Data by written notice to legal@actualyze.ai within thirty (30) days following cancellation or expiry of its subscription, or within fourteen (14) days where the subscription was terminated by Actualyze under Section 7.4, and Actualyze will make the requested Customer Data available within a reasonable period after such request; (c) following termination or expiry, Customer Data is deleted in accordance with Actualyze's standard data retention and deletion schedules, and in any event within twelve (12) months, except to the extent retention is required by applicable law or is strictly necessary to comply with a legal hold or to establish, exercise, or defend legal claims; (d) all accrued payment obligations survive; and (e) provisions that by their nature should survive will continue in effect, including Sections 1, 10, 11, 12, 13, 14, 15, 16, and 17.
Customer is responsible for maintaining the security and confidentiality of all account credentials and for all activity conducted under its account, whether or not authorized. Customer must notify Actualyze immediately of any suspected unauthorized access.
Customer shall not, and shall not permit any Authorized User or third party to:
use the Service for any unlawful purpose or in violation of any applicable law or regulation;
use the Service to circumvent the terms of service of any LLM Provider or third-party service;
resell, sublicense, or provide third-party access to the Service without Actualyze's prior written consent;
attempt to reverse engineer, decompile, or extract source code from any part of the Service or Connector Software;
use the Connector Software for any purpose other than connecting Customer's systems to the Service;
introduce malicious code, viruses, or malware into the Service;
introduce any content to the Service that is infringing of any intellectual property rights, defamatory, obscene or false or misleading;
use the Service to conduct load testing, penetration testing, or competitive benchmarking without Actualyze's prior written consent;
access the Service through automated means other than the APIs and Connector Software made available by Actualyze, or circumvent any rate limit, quota, or access control applicable to Customer's Subscription Plan;
use the Service, any AI Outputs obtained through the Service, or any data derived from either, to train, fine-tune, evaluate, or develop any machine learning model, artificial intelligence system, or product that competes with the Service;
use the Service in any way that disrupts, degrades, or impairs the integrity or availability of the Service for other users.
Actualyze may suspend access to the Service or remove any content or information immediately and without prior notice for any breach of this Section, including but not limited to, where a breach of this Section poses a risk to the Service or other customers as determined by Actualyze in its sole discretion.
Customer is responsible for the acts and omissions of all Authorized Users as if they were its own. Customer must ensure all Authorized Users are aware of and comply with these Terms.
Actualyze reserves the right, but not the obligation, to: (a) monitor the Service for violations of these Terms or applicable law; (b) take appropriate action against any person who, in Actualyze's reasonable judgement, violates these Terms, including reporting such persons to relevant law enforcement authorities; (c) restrict, limit, or disable access to any part of the Service for any Customer or Authorized User who is in breach of these Terms; (d) remove or disable any content or data that is excessive in size, poses a security or performance risk to the Service, or is otherwise in violation of these Terms; and (e) manage the Service in a manner designed to protect Actualyze's rights, property, and the integrity and availability of the Service for all customers.
Actualyze will use reasonable endeavors to notify Customer before taking action under this Section where it is practicable to do so, except where immediate action is required to protect the security, integrity, or availability of the Service.
Actualyze's collection and use of Personal Data in connection with the Service is governed by our Privacy Policy, available at https://actualyze.ai/privacy, and any applicable data processing agreement ("DPA") between the parties. By using the Service, Customer acknowledges that Actualyze may collect, use, and share information as described in the Privacy Policy and DPA.
Customer retains all right, title, and interest in and to Customer Data. Actualyze acquires no ownership rights in Customer Data.
Customer grants Actualyze a limited, non-exclusive, worldwide license, and the right to license others, including subprocessors, to reproduce, store, analyze, process, display, distribute and perform Customer Data solely to provide and maintain the Service, to improve the Service in accordance with Section 10.7, and as otherwise required by law. Customer represents and warrants that it has provided all notices and obtained all consent required to enable Actualyze to process Personal Data contained in Customer Data.
To the extent Actualyze processes Personal Data on Customer's behalf in connection with the Service, Actualyze acts as a data processor and Customer acts as the data controller. Actualyze will process Personal Data only in accordance with Customer's instructions and applicable data protection legislation. Actualyze's standard Data Processing Agreement, available at https://trust.actualyze.ai or on request from privacy@actualyze.ai, is incorporated into these Terms by reference and applies where Customer submits Personal Data to the Service. In the event of a conflict between the Data Processing Agreement and these Terms with respect to the processing of Personal Data, the Data Processing Agreement controls.
Actualyze will maintain technical and organizational measures designed to protect Customer Data against unauthorized access, loss, alteration, or disclosure, appropriate to the nature of the Customer Data and the risks presented by the processing, including the measures described in the Privacy Policy and in the Data Processing Agreement. Actualyze will not materially degrade the overall level of security provided during a Subscription Term. Actualyze will notify Customer without undue delay upon becoming aware of a personal data breach affecting Customer Data.
Customer Data is retained in accordance with the limits applicable to Customer's Subscription Plan. On termination or expiry, Customer Data may be exported as described in Section 7.6(b) and is deleted in accordance with Section 7.6(c).
Actualyze may use aggregated, anonymized data derived from use of the Service for product improvement and internal analytics, and may publish benchmarks, industry reports, and research derived from such data, subject in each case to the restrictions on the use of such data set out in the Data Processing Agreement, including the prohibition on using such data to train or develop AI or machine learning models except as expressly permitted therein. No published material will identify Customer or any individual, or be attributable to Customer, without Customer's prior written consent.
The Service includes optional data security guardrail functionality, including detection, masking, and request-blocking controls, that Customer may enable and configure to apply to requests routed through the Service, as described in Actualyze's then-current product documentation ("Data Guardrails"). Actualyze does not apply Data Guardrails to request payloads automatically or on Customer's behalf; the decision to enable, configure, and maintain Data Guardrails is Customer's responsibility.
No warranty of detection. Data Guardrails rely on pattern matching, classification, and similar detection techniques that are inherently probabilistic. Actualyze does not warrant that Data Guardrails will detect, mask, or block every instance of sensitive, regulated, or confidential information, or that they will operate without false negatives or false positives. Customer acknowledges that no automated system can guarantee the detection or prevention of every instance of unintended data exposure, and that Data Guardrails are provided on a commercially reasonable basis and are not warranted to be error-free or comprehensive.
Allocation of risk. Actualyze shall not be liable for any exposure, disclosure, or transmission of Customer Data arising from (a) Customer's decision not to enable Data Guardrails, (b) Customer's configuration of Data Guardrails, or (c) the failure of Data Guardrails to detect, mask, or block any particular content, in each case except to the extent directly caused by Actualyze's gross negligence or willful misconduct. Customer remains responsible for reviewing AI Outputs before sharing them externally and for refraining from submitting data to the Service where the consequences of unintended disclosure would be unacceptable absent a guarantee of prevention.
Actualyze retains all right, title, and interest, including all intellectual property rights, in and to the Service, including all underlying software, algorithms, and documentation, and in and to all Actualyze names, logos, trademarks, service marks, and trade dress. No rights are granted to Customer beyond the limited right to use the Service in accordance with these Terms.
Customer retains all right, title, and interest in and to Customer Data. No license in Customer Data is granted to Actualyze beyond that set out in Section 10.3.
Any feedback, suggestions, or ideas provided by Customer or any Authorized User regarding the Service ("Feedback") may be used by Actualyze without restriction. Customer grants, and represents that it has authority to grant on behalf of its Authorized Users, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, copy, modify, adapt, distribute, and otherwise exploit Feedback for any purpose, without compensation or attribution. Customer acknowledges and agrees that it acquires no intellectual property rights in the Service by virtue of providing Feedback, and that Actualyze may independently develop features similar to any Feedback provided.
By creating an account with Actualyze, Customer grants Actualyze a non-exclusive, worldwide, royalty-free license to use Customer's name, logo, and trademarks solely for the purpose of identifying Customer as a user of the Service in Actualyze's marketing materials, website, presentations, case studies, and other promotional content. Actualyze will exercise this right in a professional manner consistent with Customer's brand guidelines where made available.
Customer may revoke this license at any time by sending a written request to legal@actualyze.ai. Actualyze will remove Customer's identifying information from new materials within 30 days of receiving such notice. Previously published or printed materials, cached content, and materials already in distribution may continue to display Customer's information after that date.
ActualyzeAI respects the intellectual property rights of others and expects users to do the same. If you believe that content available on the Site or through the Service infringes a copyright you own or are authorized to enforce, please provide our designated agent with a written notice, marked "Copyright Infringement Notice," containing:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of the right allegedly infringed;
(b) identification of the copyrighted work claimed to have been infringed, or a representative list where multiple works are covered by a single notice;
(c) identification of the material claimed to be infringing, with information reasonably sufficient to permit us to locate it;
(d) your name, address, telephone number, and email address;
(e) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.
Notices should be directed to:
ActualyzeAI, Inc.
Attn: DMCA Designated Agent
45 S. Arroyo Parkway, Suite C25, Pasadena, CA 91105
On receipt of a notice that substantially complies with Section 12.1, we may remove or disable access to the material identified. Where we do so in respect of material you submitted, you may provide a counter-notification containing the elements required by 17 U.S.C. § 512(g)(3), and we will handle it in accordance with that section.
We may, in appropriate circumstances and at our discretion, terminate or restrict access for any person we determine to be a repeat infringer.
Under 17 U.S.C. § 512(f), a person who knowingly materially misrepresents that material is infringing, or that it was removed or disabled by mistake, may be liable for damages, including costs and attorneys' fees.
Each party agrees to protect the other's Confidential Information with the same degree of care used for its own confidential information of a similar nature, and in no event less than reasonable care. "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 given the nature of the information and circumstances of disclosure.
Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt prior written notice where lawfully permitted.
Each party will use the other's Confidential Information only to exercise rights or perform obligations under these Terms. This obligation survives for a period of three years after termination of the Service provided to Customer.
EXCEPT AS EXPRESSLY SET OUT IN SECTION 14.2 OR IN AN APPLICABLE ORDER FORM, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". ACTUALYZE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ACTUALYZE MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR MEET CUSTOMER'S REQUIREMENTS.
Actualyze operates as an AI governance and control platform and does not control LLM Providers. Actualyze makes no warranty as to the accuracy, legality, or fitness for purpose of any content generated by a connected LLM Provider. Customer is solely responsible for evaluating and relying on AI-generated outputs.
Actualyze does not endorse, warrant, or assume responsibility for any third-party websites, services, or content accessible through or linked from the Service. Customer accesses all such third-party resources at its own risk.
Actualyze will use commercially reasonable efforts to make the Service available and to restore the Service promptly in the event of any interruption or degradation. Actualyze does not commit under these Terms to any uptime, availability, or support-response service levels; for Enterprise Customers, any service level commitments that apply are solely those expressly set out in an applicable Order Form. If Actualyze materially fails to provide the Service in accordance with these Terms and such failure remains uncured for thirty (30) consecutive days after Customer provides written notice reasonably describing the failure, Customer may cancel its subscription by written notice to Actualyze, effective upon receipt. Such cancellation is Customer's sole and exclusive remedy for any unavailability, interruption, or degradation of the Service, and no refunds or credits will be issued, including for any unused portion of a prepaid Subscription Term, except as required by applicable law or as expressly set out in an applicable Order Form.
The Service routes, processes, and may apply governance controls to data inputted by the Customer and by AI Outputs. AI Outputs are generated by probabilistic models and may contain inaccuracies, incomplete information, or fabricated content commonly referred to as "hallucinations." Actualyze does not warrant the accuracy, completeness, reliability, or fitness for any particular purpose of any AI Output, whether or not such output has been filtered, modified, summarized, or otherwise processed by the Service. Customer acknowledges that AI Outputs do not constitute professional advice of any kind and agrees that it is solely responsible for independently evaluating and verifying all AI Outputs before relying on or acting upon them. To the fullest extent permitted by applicable law, Actualyze disclaims all liability for any loss, damage, or claim arising from Customer's use of or reliance on any AI Output.
Product descriptions, roadmap statements, responses to security and compliance questions, feature references, benchmark figures, and pricing information published on the Actualyze website, in marketing materials, or in pre-sales communications do not form part of these Terms and are not binding on Actualyze, unless expressly incorporated into an executed Order Form. Customer cannot make any claim in reliance on such non-contractual materials.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ACTUALYZE'S AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT OR STATUTE) ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO ACTUALYZE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
No claim or action arising out of or relating to these Terms or the Service, regardless of form, may be brought by either party more than twelve (12) months after the cause of action first arose. Both parties waive any right to bring a claim after this period.
The limitations above do not apply to: (a) death or personal injury caused by negligence; (b) gross negligence, fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law.
Customer shall indemnify, defend, and hold harmless Actualyze and its affiliates, officers, directors, and employees from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data, including any allegation that Customer Data infringes a third-party right; (b) Customer's or any Authorized User's breach of these Terms; (c) Customer's breach of any LLM Provider's or third-party service provider's terms; or (d) Customer's use of the Service in violation of applicable law, provided Actualyze gives Customer prompt written notice and reasonable cooperation in the defense of any such claim.
Actualyze shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Service itself (excluding Customer Data and LLM Provider outputs) infringes any third-party intellectual property right, provided Customer gives Actualyze prompt written notice and reasonable cooperation in the defense of any such claim.
These Terms are governed by the laws of the State of California, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts located in Santa Clara County, California.
These Terms, together with the Privacy Policy at https://actualyze.ai/privacy, any applicable Order Form, and any Exhibits attached thereto, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements and understandings on the same subject matter.
The Website Terms of Use govern use of the Site and do not form part of these Terms. Nothing in the Website Terms of Use limits, qualifies, or expands the rights or obligations of the parties under these Terms with respect to the Service, and in the event of any conflict as to the Service, these Terms control. Each of these Terms and the Website Terms of Use is amended only in accordance with its own terms.
If any provision of these Terms is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable. The remaining provisions continue in full force and effect.
Failure by either party to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision.
Customer may not assign or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without Actualyze's prior written consent. Actualyze may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this Section is void.
Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, acts of government, or internet outages. Payment obligations are not excused by force majeure.
Legal notices under these Terms must be given in writing. Notices to Actualyze should be sent to legal@actualyze.ai. Notices to Customer will be sent to the email address registered to the account.
The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between them.
Where Customer has executed an Order Form referencing these Terms, such Order Form (including any Exhibits) is incorporated herein by reference. In the event of conflict between these Terms and an Order Form, the Order Form controls as to the subject matter of that conflict. Notwithstanding the foregoing, no Order Form may amend, override, or supersede the Data Processing Agreement or any provision of these Terms concerning the Processing of Personal Data, which are governed exclusively by the Data Processing Agreement and Section 10 of these Terms.
Enterprise Customers should additionally refer to their applicable Order Form and its Exhibits for the full scope of their rights and obligations.
BY ACCESSING OR USING THE SERVICE, CUSTOMER ACKNOWLEDGES THAT IT HAS READ THESE TERMS OF SERVICE IN FULL, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM. IF CUSTOMER IS ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, CUSTOMER FURTHER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS.