Legal

Semantiks Terms and Conditions

Effective date: July 9, 2026 · Last updated: August 5, 2026

These Semantiks Terms and Conditions (the “Terms”) are a binding agreement between Semantiks Inc. and the Customer identified in an Order Form, online checkout, account registration, or other ordering process. By executing an Order Form, clicking to accept, creating a paid account, or using the Services, Customer agrees to these Terms. The individual accepting these Terms represents that they have authority to bind Customer.

1. Contracting entity and scope

The contracting provider is Semantiks Inc., a corporation organized under the laws of the State of Delaware, with its business address at 1111B S Governors Ave STE 91260, Dover, Delaware 19904, United States (“Semantiks,” “we,” “us,” or “our”).

These Terms govern Customer’s access to and use of the Semantiks websites, Console, APIs, artificial-intelligence agents, workflows, integrations, documentation, support, professional services, and related offerings identified in an Order Form or made available under Customer’s account (collectively, the “Services”).

2. Definitions

3. Orders and order of precedence

Services may be purchased through an Order Form, online checkout, or other ordering process accepted by Semantiks. Each Order Form is incorporated into these Terms. Customer’s purchase order or procurement document is for administrative convenience only; any additional or inconsistent terms in it are rejected unless Semantiks expressly agrees in a signed writing.

If there is a conflict, the following order of precedence applies: (1) a negotiated master agreement expressly replacing these Terms; (2) the applicable Order Form; (3) the Data Processing Addendum, solely for data-protection matters; (4) the Service Level Agreement, solely for service levels and credits; (5) these Terms; and (6) the Documentation and policies. A Statement of Work controls only for the Professional Services it describes.

4. Eligibility, accounts, and authority

Customer must be a legally formed business, governmental body, nonprofit organization, or other entity capable of entering into a binding contract. The Services are not offered to individuals acting primarily for personal, family, or household purposes. Authorized Users must be at least eighteen years old or the age of legal majority in their jurisdiction.

Customer is responsible for:

• providing accurate and current account, billing, and administrative information;
• designating administrators and managing Authorized User access and permissions;
• maintaining the confidentiality of credentials and using available authentication safeguards;
• all activity occurring under Customer’s accounts, except to the extent caused by Semantiks’ breach of these Terms; and
• promptly notifying Semantiks of suspected unauthorized access, credential compromise, or misuse.

Semantiks may rely on instructions from Customer’s account administrators. Customer is responsible for internal approval and authorization of those instructions.

5. Subscription rights and restrictions

5.1 Right to use the Services

Subject to Customer’s payment of fees and compliance with these Terms, Semantiks grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for Customer’s internal business operations and to provide Customer’s own customer-experience, support, sales, information, and workflow services to End Users. Customer may permit its Affiliates and contractors to use the Services only if authorized in the Order Form and remains responsible for their compliance.

5.2 Restrictions

Customer will not, and will not permit any person to:

• copy, modify, translate, create derivative works from, sell, lease, sublicense, distribute, or commercially exploit the Services except as expressly permitted;
• reverse engineer, decompile, disassemble, or attempt to discover source code, non-public models, prompts, system instructions, algorithms, or underlying structure, except to the limited extent a restriction is prohibited by law;
• access the Services to build or train a competing product or to benchmark the Services for publication without Semantiks’ prior written consent;
• circumvent usage limits, authentication, security, rate limits, metering, or technical restrictions;
• use automated tools to scrape, extract, or harvest the Services or data except through documented APIs and within agreed limits;
• remove or obscure proprietary notices;
• allow unauthorized third parties to access the Console or share accounts in a manner inconsistent with the purchased plan; or
• use the Services in violation of Section 8, the Acceptable Use Policy, Documentation, an Order Form, or applicable law.

6. Service changes, availability, and support

Semantiks may improve and modify the Services over time. Semantiks will not materially reduce the core functionality of paid Services during a current Subscription Term without reasonable notice, except where a change is necessary to address security, legal, third-party dependency, or abuse concerns. Semantiks may replace a feature with substantially equivalent functionality.

Semantiks will provide support in accordance with the purchased plan, applicable Order Form, and Documentation. Unless a Service Level Agreement states otherwise, the Services are not subject to a guaranteed uptime commitment or service credits. Planned maintenance, emergency maintenance, Customer systems, Third-Party Services, internet failures, force majeure, misuse, and beta features may be excluded from availability calculations.

Customer authorizes Semantiks personnel and approved providers to access Customer’s environment only to the extent reasonably necessary to provide support, investigate incidents, perform requested Professional Services, secure the Services, or comply with law. Access will be subject to role-based authorization, confidentiality obligations, logging or oversight where reasonably available, and least-privilege principles. Customer may be asked to approve elevated or time-limited access for sensitive environments.

7. AI Features and outputs

7.1 Nature of AI Features

AI Features may generate probabilistic results and may rely on third-party models and data sources. AI Output may be inaccurate, incomplete, outdated, offensive, biased, or unsuitable, and may not be unique. Similar output may be provided to other users. Customer must evaluate AI Output before use and must not represent that Semantiks guarantees its accuracy or fitness for a specific purpose.

7.2 Human oversight and consequential use

Customer is responsible for designing, testing, monitoring, and supervising its agents and workflows, including escalation to qualified personnel. Customer must implement appropriate human review before using AI Output to make or materially support decisions concerning employment, credit, lending, insurance, housing, education, healthcare, legal rights, public benefits, access to essential services, or other decisions that may produce legal or similarly significant effects. Customer must not use the Services as a substitute for professional medical, legal, accounting, financial, or other regulated advice.

7.3 End-User transparency

Customer is responsible for providing End Users with legally required notices, including disclosure that they are interacting with an AI system where required, an applicable privacy notice, and practical access to human assistance or escalation appropriate to the use case. Customer must not use the Services to deceptively impersonate a real person or misrepresent AI-generated communications as human-generated where doing so would be misleading or unlawful.

7.4 AI Inputs, AI Outputs, and model training

As between the parties, Customer retains its rights in AI Inputs and Customer Data. Subject to applicable law and third-party rights, Customer may use AI Output generated for Customer. Semantiks does not assign rights it does not own and does not represent that AI Output is eligible for intellectual-property protection or free from third-party claims.

Unless Customer expressly authorizes otherwise in writing, Semantiks will not use Customer Data, AI Inputs, or End-User conversations to train generalized artificial-intelligence models made available to other customers or third parties. Semantiks may process Customer Data to provide, secure, troubleshoot, and improve Customer’s own Services and may use Usage Data and properly de-identified or aggregated information as described in Section 11.

7.5 Customer-selected or bring-your-own models

Customer may be permitted to connect a model or provider account using Customer’s own API key or commercial agreement (“BYO Model”). Customer is responsible for its relationship with the BYO Model provider, including fees, permissions, data-retention settings, regional availability, acceptable-use terms, and provider compliance. Semantiks acts as a technical facilitator when transmitting data to the provider under Customer’s configuration. Semantiks is not responsible for a BYO Model provider’s independent acts or omissions, but remains responsible for Semantiks’ own compliance with these Terms.

8. Customer responsibilities and acceptable use

Customer is responsible for its use cases, agent instructions, knowledge sources, integrations, products, services, End-User relationships, and legal basis for processing Customer Data. Customer represents and warrants that it has all rights, notices, consents, and authority necessary for Semantiks to process Customer Data as contemplated by the agreement.

Customer will not use the Services to:

• violate law, regulation, court order, sanctions, export controls, or the rights of another person;
• facilitate fraud, phishing, malware, unauthorized surveillance, identity theft, exploitation, violence, or other harmful or illegal activity;
• send unlawful spam, deceptive communications, or messages without required consent;
• collect, infer, expose, or use personal data without a valid legal basis, appropriate notice, and required consent;
• make prohibited discriminatory decisions or unlawfully target, exclude, or profile individuals based on protected characteristics;
• process children’s data, biometrics, precise location, health, financial, payment-card, government-identification, or other highly sensitive data outside an approved use case and required safeguards;
• make solely automated high-impact decisions without legally required review, explanation, contest mechanisms, or human intervention;
• generate or distribute content that infringes intellectual-property, privacy, publicity, confidentiality, or other rights;
• misrepresent identity, affiliation, source, endorsement, capabilities, performance, or the nature of an AI interaction; or
• interfere with, overload, probe, scan, test, or compromise the Services, systems, networks, or users.

Semantiks may investigate suspected violations and may remove content, restrict features, suspend access, or report conduct to authorities where reasonably necessary to protect the Services, comply with law, or prevent material harm. Semantiks will use reasonable efforts to provide notice and an opportunity to cure where the circumstances permit.

9. Customer Data and data protection

9.1 Ownership and limited license

As between the parties, Customer owns Customer Data. Customer grants Semantiks and its authorized providers a limited right to host, copy, transmit, display, modify as technically necessary, and otherwise process Customer Data solely to provide, secure, support, and improve the Services for Customer; comply with Customer’s instructions; prevent abuse; and satisfy legal obligations.

9.2 Privacy roles

For Customer Data, Customer is ordinarily the controller or responsible party and Semantiks is the processor, service provider, contractor, or person in charge, as applicable. Semantiks may use approved affiliates and third-party subprocessors to provide operational services. Each party will comply with the data-protection obligations applicable to its role.

9.3 Data Processing Addendum

The Semantiks Data Processing Addendum, provided upon request, is incorporated when Semantiks processes personal data on Customer’s behalf and applicable data-protection law requires processor terms. The Data Processing Addendum addresses confidentiality, security, subprocessors, cross-border transfers, individual rights, deletion, audits, and security incidents.

9.4 Customer instructions and End-User requests

Customer’s configuration, use of the Services, and documented requests constitute instructions to Semantiks. Semantiks will notify Customer if it reasonably believes an instruction violates applicable data-protection law, unless prohibited. Customer is responsible for responding to End-User privacy requests. Semantiks will provide reasonable assistance as required by the Data Processing Addendum.

9.5 Data export and deletion

During the Subscription Term, Customer may export Customer Data using available features or as otherwise agreed. Following termination, Semantiks may make Customer Data available for retrieval for 30 days, after which Semantiks may delete or de-identify active copies unless law requires retention. Residual copies may remain in protected backups until overwritten in the ordinary course, generally within 7 days, and remain subject to confidentiality and security obligations.

10. Security

Semantiks will maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. Semantiks’ then-current security documentation and any agreed security exhibit describe the applicable controls. Customer acknowledges that no service can be guaranteed completely secure and is responsible for configuring permissions, authentication, integrations, and data access appropriately.

Semantiks will notify Customer of a confirmed security incident affecting Customer Data without undue delay and in accordance with the Data Processing Addendum. Semantiks will provide information reasonably available to support Customer’s legal obligations and will take reasonable steps to contain, investigate, and remediate the incident.

11. Usage Data, feedback, and product improvement

Semantiks may collect and use Usage Data to provide, secure, support, bill, analyze, and improve the Services; perform capacity planning; understand adoption; prevent abuse; and develop new functionality. Semantiks may disclose Usage Data only in aggregated or de-identified form that does not reasonably identify Customer or an individual, except as needed to provide the Services, comply with law, or enforce the agreement.

If Customer provides suggestions, ideas, or feedback, Customer grants Semantiks a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or payment, provided Semantiks does not identify Customer publicly as the source without permission.

12. Third-Party Services and integrations

The Services may interoperate with Third-Party Services, including messaging platforms, model providers, cloud infrastructure, CRMs, support systems, payment processors, and Customer-selected integrations. Customer’s use of a Third-Party Service is governed by Customer’s agreement with that provider. Semantiks does not control and is not responsible for a Third-Party Service’s independent availability, security, functionality, data practices, or changes.

Semantiks may disable or modify an integration if the provider changes or discontinues access, if required by law, or if continued operation presents a security or compliance risk. Semantiks will use reasonable efforts to notify affected Customers and, where practical, provide an alternative.

13. Professional Services

Professional Services will be described in an Order Form or Statement of Work. Customer will provide timely access, decisions, personnel, systems, data, and cooperation reasonably necessary for performance. Delays caused by Customer may affect timelines and fees.

Unless a Statement of Work expressly states otherwise, Semantiks retains ownership of its pre-existing technology, templates, tools, methods, know-how, generic components, and improvements. Upon payment of applicable fees, Customer may use deliverables specifically created for Customer with the Services for Customer’s internal business purposes. Customer retains ownership of Customer materials and Customer Data incorporated into a deliverable.

14. Fees, pay-as-you-go usage, refunds, and billing disputes

14.1 Pay-as-you-go usage charges and metering

Customer will pay the fees stated in the Order Form or checkout. Except where an Order Form expressly provides otherwise, variable usage is provided on a pay-as-you-go basis and billed in arrears according to measured consumption, which may include conversations, messages, resolutions, tokens, model calls, minutes, storage, integrations, or other usage units. Usage charges accrue when the applicable usage event is processed or the relevant computing, model, messaging, or infrastructure resource is consumed, and those charges are earned when incurred.

Customer is responsible for all measured usage generated through its accounts, agents, integrations, API keys, channels, and Authorized Users, except to the extent directly caused by Semantiks’ breach of these Terms. Semantiks’ metering records and system logs will control absent a clear and demonstrable error. Customer is responsible for configuring budgets, usage alerts, rate limits, access controls, and agent safeguards made available through the Services.

Included usage, prepaid credits, minimum commitments, platform fees, and reserved capacity are charged as stated in the Order Form. Unless expressly stated otherwise, unused included usage or committed capacity does not roll over and has no cash value. Usage exceeding included limits may be charged at the then-current or agreed overage rate. Semantiks may require prepaid credits, minimum commitments, deposits, or usage thresholds for particular plans or third-party model usage.

14.2 Payment authorization and collection

If Customer selects automatic payment, Customer authorizes Semantiks and its payment processor to charge the designated payment method for base fees, pay-as-you-go usage, overages, taxes, Third-Party Service pass-through charges, and other amounts due. Charges may be made at the end of a billing period, when an agreed usage threshold is reached, or on another schedule disclosed in the Order Form or ordering interface. Customer must maintain a valid payment method and authorizes recurring and off-session charges consistent with the disclosed billing arrangement.

14.3 Final sale and no-refund policy

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL FEES AND CHARGES ARE FINAL, NON-CANCELLABLE, AND NON-REFUNDABLE ONCE INCURRED. This rule applies in particular to pay-as-you-go usage, overages, platform fees, subscription fees for a commenced billing period, minimum commitments, prepaid credits, implementation fees, Professional Services, and Third-Party Service or model-provider charges. Cancellation prevents future renewal or future usage as described in Section 15; it does not retroactively cancel or reverse usage already incurred.

No refund, proration, or cash reimbursement is available for unused included capacity; lower-than-expected usage; a partial billing period; Customer’s failure to configure, deploy, or use the Services; Customer-caused delays; dissatisfaction with probabilistic AI Output; changes in Customer’s business needs; suspension resulting from Customer’s breach or non-payment; use by an Authorized User or through compromised Customer credentials; or the acts, pricing, availability, or data practices of a Customer-selected Third-Party Service or BYO Model.

The no-refund rule does not limit: (a) rights that cannot lawfully be waived; (b) correction of a verified duplicate charge, arithmetic error, or metering error directly attributable to Semantiks; (c) a refund expressly required by an Order Form, Service Level Agreement, or another provision of these Terms; or (d) a refund of unused prepaid fees where Semantiks terminates an affected prepaid Service without cause and these Terms expressly require a refund (each, a “Required Refund”). A verified overcharge will be corrected in full and is not subject to the courtesy-credit cap below.

14.4 Limited discretionary courtesy credits

Separate from a Required Refund, Semantiks may, in its sole discretion, provide a non-cash courtesy credit to address a customer-service issue. Unless an Order Form states otherwise, the aggregate courtesy credit for an affected billing period will not exceed one percent (1%) of the net Semantiks fees shown on the affected invoice, excluding taxes and Third-Party Service pass-through charges. Courtesy credits: (a) are not refunds or admissions of liability; (b) may be applied only to future Semantiks fees; (c) have no cash or transfer value; (d) expire ninety days after issuance unless Semantiks states otherwise; and (e) do not create a course of dealing or entitlement to future credits. This 1% cap does not apply to Required Refunds or service credits expressly stated in an applicable Service Level Agreement.

14.5 Invoices and good-faith billing disputes

Payment-card charges are due when processed. Unless the Order Form states otherwise, amounts invoiced for payment by bank transfer or another non-card method are due within fifteen (15) calendar days after issuance. Customer must review each invoice and charge promptly and notify Semantiks at [email protected] of any good-faith billing dispute within fifteen (15) calendar days after the invoice date or charge date, whichever is earlier. The notice must identify the Customer account, invoice or charge, disputed line item and amount, the basis for the dispute, and supporting records. To the extent permitted by law, failure to provide this notice within the stated period waives Customer’s contractual right to dispute the calculation of that invoice, but does not waive a right that cannot legally be waived.

Customer must timely pay all undisputed amounts. Semantiks will investigate a properly submitted billing dispute in good faith using the applicable Order Form, pricing records, meter events, system logs, account activity, and communications. If Semantiks confirms a billing error, it will issue a credit note, account credit, or refund for the verified overcharge, as appropriate. Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate and may result in suspension after reasonable notice. Customer will reimburse reasonable collection costs where permitted by law.

14.6 Payment disputes and chargebacks

Before initiating a chargeback or payment dispute, Customer should contact Semantiks through the billing-dispute process above and provide a reasonable opportunity to investigate and correct the matter. Nothing in this sentence restricts a non-waivable right under applicable law or payment-network rules. A chargeback or payment dispute does not by itself cancel the Services, erase valid usage, or relieve Customer of amounts lawfully owed.

If a chargeback is withdrawn or resolved in Semantiks’ favor, Customer remains responsible for the underlying amount and, to the extent permitted by law, reasonable third-party dispute fees and collection costs incurred by Semantiks. Semantiks will not recover the same amount twice. Customer authorizes Semantiks to provide its payment processor, acquiring bank, card network, issuing bank, and their service providers with relevant transaction records, clickwrap acceptance evidence, invoices, account information, usage and access logs, cancellation records, support communications, and other information reasonably necessary to investigate, prevent, or respond to a payment dispute.

14.7 Processing Required Refunds

A Required Refund will ordinarily be returned to the original payment method. Semantiks may delay issuing a separate refund while a chargeback or payment dispute concerning the same charge is pending, solely to avoid a duplicate credit, and will act promptly after the matter is resolved. Posting times are controlled by the payment processor, card network, and issuing bank. A refund cannot exceed the amount Semantiks actually charged for the affected transaction.

14.8 Taxes and invoicing

Fees exclude taxes, duties, levies, withholding, and similar governmental assessments. Customer is responsible for applicable transaction, sales, use, value-added, withholding, and similar taxes other than taxes based on Semantiks’ net income. If Customer is legally required to withhold an amount, Customer will provide valid documentation and cooperate in good faith to reduce or recover the withholding where permitted. Any country-specific invoicing, tax-document, currency, or local-payment requirements must be stated in the applicable Order Form or addendum.

15. Subscription term, renewal, and cancellation

15.1 Subscription Term

The initial Subscription Term is stated in the Order Form or checkout. Unless otherwise stated, a monthly subscription renews for successive one-month periods and an annual subscription renews for successive one-year periods until cancelled in accordance with this Section.

15.2 Renewal notice and price changes

Semantiks may change fees for a renewal term by providing reasonable advance notice. A price change will not apply during the then-current committed term unless the Order Form permits usage-based or third-party pass-through adjustments. If mandatory consumer, automatic-renewal, or subscription law applies notwithstanding the business-use limitation in these Terms, Semantiks will provide the required disclosures, consents, renewal notices, and cancellation mechanisms.

15.3 Customer cancellation

Customer may prevent renewal by cancelling through the Console or by sending written notice to [email protected] before the renewal date or any longer notice period stated in the Order Form. Customer may stop generating new pay-as-you-go usage by disabling the applicable agents, channels, APIs, or account access, subject to reasonable technical processing time. Cancellation of a fixed subscription is effective at the end of the then-current Subscription Term unless the Order Form states otherwise. Customer remains responsible for all base fees, commitments, pass-through charges, and usage incurred through the effective cancellation time, including usage measured or invoiced after cancellation but generated before it became effective. Fees are not prorated or refunded except for a Required Refund under Section 14.3.

16. Suspension

Semantiks may suspend access to all or part of the Services if: (a) undisputed fees are overdue; (b) Customer’s use creates a material security risk, threatens the Services or others, or violates Section 8; (c) suspension is required by law or a provider on which the Services depend; (d) Customer exceeds contractual limits and does not address the issue after notice; or (e) Customer’s account appears compromised. Semantiks will limit suspension to the affected portion where reasonably practicable and will use reasonable efforts to provide notice and an opportunity to cure unless urgent action is necessary.

Suspension does not relieve Customer of payment obligations for the committed term. Semantiks will restore access after the basis for suspension is resolved, subject to reasonable reactivation requirements.

17. Confidentiality

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood as confidential, including Customer Data, security information, product roadmaps, pricing, business plans, software, technology, and trade secrets. Confidential Information excludes information that Recipient can document: (a) is public without breach; (b) was lawfully known without restriction; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the Confidential Information.

Recipient will use Confidential Information only to perform or exercise rights under the agreement, protect it using at least reasonable care, and disclose it only to personnel, Affiliates, and providers who need to know it and are bound by confidentiality obligations. Recipient may disclose information required by law if it provides advance notice where legally permitted and reasonable assistance at Discloser’s expense. The obligations continue for five years after disclosure, except trade secrets and personal data remain protected for as long as required by law or their confidential nature.

18. Intellectual property

18.1 Semantiks technology

Semantiks and its licensors own all rights in the Services, Documentation, software, models, workflows, interfaces, designs, trademarks, know-how, improvements, and related technology, excluding Customer Data and Customer materials. No rights are granted except the limited rights expressly stated in the agreement.

18.2 Customer materials

Customer owns its trademarks, content, knowledge bases, products, services, and other materials supplied to Semantiks. Customer grants Semantiks a limited license to use them solely to provide the Services and Professional Services and, only with Customer’s prior written approval, for public marketing.

18.3 Open source and third-party components

Certain components may be subject to open-source or third-party license terms. Those terms govern the applicable component to the extent required by the license and do not expand Customer’s rights in the proprietary portions of the Services.

19. Representations and limited warranties

Each party represents that it is duly organized, has authority to enter into the agreement, and will comply with laws applicable to its performance. Semantiks warrants that, during a paid Subscription Term, the Services will perform materially in accordance with the Documentation under normal authorized use and Professional Services will be performed in a professional and workmanlike manner.

Customer’s exclusive remedy for breach of the foregoing warranty is for Semantiks to use commercially reasonable efforts to correct or re-perform the affected Service. If Semantiks cannot do so within a reasonable period, either party may terminate the affected Service and Semantiks will refund prepaid fees covering the unused portion of the terminated Service. The warranty does not apply to issues caused by Customer Data, Customer systems, misuse, unsupported configurations, Third-Party Services, beta features, or modifications not made by Semantiks.

20. Disclaimers

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 19 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, AI FEATURES, AI OUTPUT, BETA FEATURES, DOCUMENTATION, AND THIRD-PARTY INTEGRATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SEMANTIKS DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SEMANTIKS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR THAT AI OUTPUT WILL BE ACCURATE, UNIQUE, OR SUITABLE FOR CUSTOMER’S USE CASE.

Nothing in the agreement excludes a warranty, right, or remedy that cannot lawfully be excluded.

21. Indemnification

21.1 Semantiks intellectual-property indemnity

For paid Services, Semantiks will defend Customer against a third-party claim alleging that Customer’s authorized use of the proprietary Services infringes a patent, copyright, trademark, or trade secret, and will pay damages and reasonable costs finally awarded or agreed in settlement, provided Customer promptly notifies Semantiks, gives Semantiks sole control of the defense and settlement, and reasonably cooperates at Semantiks’ expense.

Semantiks has no obligation to the extent a claim results from Customer Data, Customer instructions, a Customer or third-party modification, use outside the agreement or Documentation, combination with items not provided or approved by Semantiks, continued use after notice, a BYO Model, or a Third-Party Service. If a claim appears likely, Semantiks may procure the right to continue use, modify or replace the affected Service, or terminate it and refund prepaid fees for the unused portion. This Section states Customer’s exclusive remedy for third-party intellectual-property claims concerning the Services.

21.2 Customer indemnity

Customer will defend Semantiks and its Affiliates, personnel, and providers against third-party claims arising from: (a) Customer Data, Customer products or services, or Customer’s agent instructions and End-User communications; (b) Customer’s violation of law, Section 8, or third-party rights; (c) Customer’s failure to provide required notices, obtain required consents, or maintain a lawful basis for processing; or (d) a consequential or regulated decision made by Customer using the Services. Customer will pay damages and reasonable costs finally awarded or agreed in settlement, subject to the same notice, control, and cooperation requirements.

21.3 Settlement

The indemnifying party may not settle a claim in a manner that admits wrongdoing by, imposes non-monetary obligations on, or fails to fully release the indemnified party without that party’s written consent, which will not be unreasonably withheld.

22. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, SAVINGS, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. FOR FREE SERVICES, THE CAP IS US$100.

“Excluded Claims” means: (a) Customer’s payment obligations; (b) a party’s fraud, gross negligence, or willful misconduct; (c) Customer’s breach of Section 5.2 or Section 8; (d) a party’s infringement or misappropriation of the other party’s intellectual property; and (e) liability that cannot be limited by law. Notwithstanding the general cap above, each party’s total aggregate liability arising from a breach of Section 9, Section 10, or Section 17, and Semantiks’ obligations under Section 21.1, will not exceed two times the fees paid or payable by Customer for the affected Services during the twelve months before the event giving rise to liability. The enhanced cap does not apply to Excluded Claims.

23. Termination and effect of termination

Either party may terminate an affected Order Form for material breach if the breach is not cured within thirty days after written notice, or ten days for non-payment. Either party may terminate immediately if the other becomes insolvent, ceases business without a successor, or is subject to a bankruptcy proceeding not dismissed within sixty days. Semantiks may terminate immediately for an uncured serious violation of Section 8, unlawful use, or a continuing material security threat.

Upon termination or expiration: (a) Customer’s access rights end; (b) Customer must pay accrued and committed fees, except where Customer terminates for Semantiks’ uncured material breach; (c) each party will return or destroy the other’s Confidential Information on request, subject to legal retention and backups; and (d) Sections concerning payment, confidentiality, intellectual property, data deletion, disclaimers, indemnity, liability, disputes, and miscellaneous terms survive as applicable.

24. Publicity

Semantiks may not publicly identify Customer or use Customer’s name, trademarks, or logo in marketing without Customer’s prior written approval or an express permission in the Order Form. Customer may revoke a general publicity permission prospectively, subject to reasonable time to remove existing materials and any separately approved case study or announcement.

25. Compliance, export controls, and anti-corruption

Each party will comply with laws applicable to its performance, including anti-bribery, anti-corruption, sanctions, and export-control laws. Customer will not access or use the Services from an embargoed jurisdiction, for a prohibited end use, or on behalf of a restricted party. Customer represents that funds used to pay for the Services are derived from lawful activities.

Customer is solely responsible for laws applicable to Customer’s industry, products, communications, End Users, and use cases. Semantiks is responsible for laws generally applicable to Semantiks as the provider of the Services, but does not provide legal advice or determine Customer’s regulatory obligations.

26. Electronic communications and notices

Customer agrees to receive contractual, operational, billing, security, and service notices electronically at the account or Order Form contact. Electronic records and acceptances satisfy requirements for writing and signature to the extent permitted by law.

Formal legal notices must be in writing and delivered by recognized courier, personal delivery, or email with confirmation to the addresses below, and are effective upon confirmed receipt:

• To Semantiks: Semantiks Inc., 1111B S Governors Ave STE 91260, Dover, Delaware 19904, United States; Email: [email protected]
• To Customer: The legal or billing contact and address in the Order Form or Customer account.

27. Changes to these Terms

Semantiks may update these Terms from time to time. Changes that are administrative, clarify existing obligations, or address new features may become effective when posted. Material changes affecting an existing paid subscription will generally become effective at the next renewal or after at least thirty days’ notice, unless an earlier change is required by law, security, a Third-Party Service, or to prevent abuse. Semantiks will not retroactively expand rights to use Customer Data or materially reduce Customer’s contractual protections without providing legally required notice and obtaining consent where required.

If Customer objects to a material change that applies during a current committed term and materially reduces Customer’s rights, Customer may notify Semantiks within the notice period. The parties will attempt in good faith to resolve the issue; if they cannot, Customer may terminate the affected Service and receive a refund of prepaid fees for the unused portion, unless the change is legally required or results from Customer’s selected Third-Party Service.

28. Governing law and disputes

The parties will attempt in good faith to resolve any dispute through business representatives before commencing formal proceedings. A party initiating a dispute must provide written notice describing the issue and requested relief. The parties will allow at least thirty days for informal resolution, except where urgent injunctive relief is necessary.

Unless an Order Form expressly states otherwise, these Terms and any dispute arising from or relating to the agreement are governed by the laws of the State of Delaware and applicable federal law of the United States, without regard to conflict-of-laws principles.

Unless an Order Form expressly states otherwise, the parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware and waive objections based on personal jurisdiction, venue, or inconvenient forum. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN A PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.

The United Nations Convention on Contracts for the International Sale of Goods does not apply. Nothing prevents either party from seeking temporary or injunctive relief to protect confidential information, security, or intellectual-property rights. If mandatory local law grants Customer non-waivable rights or requires a different forum, those mandatory provisions control to the minimum extent required.

29. Miscellaneous

• Independent contractors. The parties are independent contractors. These Terms do not create a partnership, franchise, fiduciary relationship, employment relationship, or agency.
• Assignment. Neither party may assign the agreement without the other’s consent, except to an Affiliate or in connection with a merger, reorganization, change of control, or sale of substantially all relevant assets, provided the assignee assumes the obligations. Customer may not assign to a direct competitor of Semantiks without consent.
• Subcontractors. Semantiks may use Affiliates and subcontractors to perform the Services and remains responsible for their performance to the extent required by the agreement.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. The affected party will use reasonable efforts to mitigate and resume performance.
• No third-party beneficiaries. Except for indemnified parties expressly identified, the agreement creates no third-party beneficiary rights.
• Waiver. A waiver must be in writing and applies only to the specific instance. Delay in enforcing a right is not a waiver.
• Severability. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain effective.
• Entire agreement. The agreement is the complete agreement concerning its subject matter and supersedes prior proposals, discussions, and communications concerning the Services.
• Headings and interpretation. Headings are for convenience. “Including” means “including without limitation.” The English version controls unless an Order Form expressly provides that another language controls.
• Counterparts and electronic acceptance. Order Forms and amendments may be executed in counterparts and by electronic signature. Click acceptance and electronic records are binding where permitted by law.

30. Contact

Questions about these Terms or the Services may be sent to:

• Commercial and support contact: [email protected]
• Legal notices: [email protected]; Semantiks Inc., 1111B S Governors Ave STE 91260, Dover, Delaware 19904, United States
• Privacy matters: [email protected]