Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the services, platform, website, and software provided by Dalton AI, Inc. ("Dalton AI," "we," "us," or "our"), including our AI-powered predictive infrastructure reliability platform (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

2. Description of Services

Dalton AI provides an AI-powered platform designed to proactively detect, predict, investigate, and resolve cloud, code, and infrastructure issues. Our Services include predictive analytics, automated incident detection, root cause analysis, and remediation recommendations.

3. Account Registration

To access certain features of the Services, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your account credentials and for all activities that occur under your account.

4. Subscription and Fees

4.1 Subscription Plans

Access to the Services requires a paid subscription. Subscription plans, features, and pricing are described on our website or in an applicable Order Form.

4.2 Payment Terms

You agree to pay all fees associated with your subscription plan. Fees are non-refundable except as expressly set forth herein or required by law. We reserve the right to change our fees upon reasonable notice.

4.3 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable taxes, excluding taxes based on Dalton AI's income.

5. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to the Services or related systems
• Reverse engineer, decompile, or disassemble any portion of the Services
• Use the Services to transmit malware or other harmful code
• Resell, sublicense, or transfer the Services without our prior written consent
• Use the Services to infringe upon the intellectual property rights of others

6. Customer Data

6.1 Ownership

You retain all rights, title, and interest in and to your data that you submit to the Services ("Customer Data"). You grant Dalton AI a limited license to use, process, and store Customer Data solely to provide the Services.

6.2 Data Security

We implement industry-standard security measures to protect Customer Data. Our security practices include encryption in transit and at rest, access controls, and regular security assessments.

6.3 Aggregated Data

We may use aggregated, anonymized data derived from your use of the Services to improve our products and services. Such data will not identify you or your organization.

7. Intellectual Property

7.1 Our Rights

The Services, including all software, algorithms, designs, text, graphics, and other content, are owned by Dalton AI or our licensors and are protected by intellectual property laws. These Terms do not grant you any rights to our trademarks, service marks, or logos.

7.2 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Services during the subscription term.

8. Confidentiality

Each party agrees to protect the confidential information of the other party using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential information does not include information that is publicly available, rightfully received from a third party, or independently developed.

9. Warranties and Disclaimers

9.1 Limited Warranty

We warrant that the Services will perform materially in accordance with the applicable documentation during the subscription term.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DALTON AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF THE SERVICES.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO DALTON AI DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless Dalton AI and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any third-party rights
• Your Customer Data

12. Term and Termination

12.1 Term

These Terms commence on the date you first access the Services and continue until terminated.

12.2 Termination for Convenience

You may terminate your account at any time by providing notice to us. We may terminate or suspend your access to the Services at any time with or without cause.

12.3 Effect of Termination

Upon termination, your right to use the Services will immediately cease. We will make your Customer Data available for export for a period of thirty (30) days following termination, after which we may delete your Customer Data.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes arising out of or relating to these Terms or the Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in any court of competent jurisdiction.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any applicable Order Form and our Privacy Policy, constitute the entire agreement between you and Dalton AI regarding the Services.

14.2 Modifications

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website. Your continued use of the Services after such changes constitutes acceptance of the modified Terms.

14.3 Severability

If any provision of these Terms is held to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14.4 Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

14.5 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.

15. Contact Information

If you have any questions about these Terms, please contact us at: