Compeers AI Corporation Standard Terms and Conditions

These Terms of Use (this “Agreement”) are a binding legal contract between you or the entity you represent (“Customer,” “you,” or “your”) and Compeers AI Corporation, a Delaware corporation (“Provider,” “we,” or “us”). This Agreement governs your access to and use of the Services, and is intended to meet or exceed applicable industry standards and legal requirements.

Effective Date and Acceptance

This Agreement takes effect on the date you execute an Order Form that incorporates this Agreement by reference (the “Effective Date”). By executing such an Order Form, you:

• Acknowledge that you have read and understood this Agreement.
• Represent and warrant that you have the legal right, power, and authority to enter into this Agreement, and, if acting for an entity, that you have the authority to bind that entity.
• Accept this Agreement on your behalf or on behalf of the entity you represent, and agree to be legally bound by its terms.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. 

Definitions

The following terms have the meanings set forth below:

• “AI Feature” means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology.
• “AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating content (including text, images, video, audio, or code) based on user-supplied prompts.
• “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted in this Agreement, and (ii) for whom access to the Services has been purchased.
• “Customer Data” means information, data, and other content, in any form or medium, that is submitted, entered, posted, or otherwise transmitted by or on behalf of Customer or any Authorized User through the Services, and any outputs based thereon or derived therefore, including Customer Input and Customer Output. Customer Data does not include Aggregated Statistics. For clarity, Provider does not use Customer Data to train, retrain, or otherwise improve any machine learning or artificial intelligence models.
• “Customer Input” means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer or any Authorized User through the Services.
• “Customer Output” means information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Services in response to Customer Input.
• “Documentation” means Provider’s user manuals, handbooks, model cards, and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form.
• “Order Form” means an ordering document or online order entered into between you and us that references this Agreement and describes the Services you are subscribing to.
• “Personal Information” means information that: (a) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, an individual’s internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual’s commercial, employment, or education history, and other personal characteristics and identifiers). Customer’s business contact information is not by itself deemed to be Personal Information.
  
• “Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works, process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.
• “Provider IP” means the Services, the Documentation, and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data. Provider IP includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of the Services.
• “Services” means the services provided by Provider under this Agreement that are detailed on Provider’s website available at compeers.ai, including the AI Features.‍
• “Third-Party Products” means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Services, including any third-party AI Technology.

Provision of Access

Subject to timely payment of Fees and compliance with this Agreement, Provider grants Customer a non-exclusive, non-transferable, limited right to access and use the Services solely for Customer’s internal business purposes during the Term, in accordance with this Agreement and the applicable Order Form. Provider will provide the necessary passwords and access credentials.

Documentation License

Subject to this Agreement, Provider grants Customer a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely in connection with authorized use of the Services.

Use Restrictions (Section 2(c))

Customer shall not, and shall not permit any Authorized User to: 

1. Copy, modify, or create derivative works of the Services or Documentation, in whole or in part.
2. Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the Services or Documentation available to any third party.
3. Reverse engineer, disassemble, decompile, decode, duplicate, or otherwise attempt to derive or gain access to any source code, algorithms, models, model weights, or other underlying AI Technology or components of the Services, in whole or in part.
4. Access or use the Services to develop, train, or improve any other AI technology.
5. Use any automated methods (including scraping, harvesting, or extraction) to collect data from the Services.
6. Remove or alter any proprietary notices from the Services or Documentation.
7. Use the Services or Customer Output in a manner that infringes, misappropriates, or violates the rights of any third party or applicable law.
8. Personal Information: Submit Personal Information except to support legitimate research activities described in the Order Form and in compliance with applicable law and Provider’s Privacy Policy; provided that Customer (a) obtains all required consents or has an appropriate lawful basis; (b) pseudonymizes or de-identifies Personal Information where feasible; and (c) does not submit Sensitive Personal Information (including government-issued IDs, financial account numbers, precise geo-location, health or biometric data) unless expressly permitted in a separate data processing addendum or written authorization executed by the parties.

‍Aggregated Statistics

Provider may monitor Customer’s use of the Services and compile data in aggregated, anonymized form (“Aggregated Statistics”) to operate, secure, analyze, and improve the Services, and to publish high-level usage trends that do not identify Customer or Customer’s Confidential Information. Provider owns all right, title, and interest in Aggregated Statistics.

Reservation of Rights

Except for the limited rights and licenses expressly granted, Provider reserves all rights in the Provider IP and Third-Party Products. No rights are granted by implication, waiver, or estoppel.

Suspension

“Service Suspension” means a temporary suspension of access to all or part of the Services.
A) Immediate suspension (no prior notice required where not practicable). Provider may immediately suspend if:

1. there is a threat or attack on the Provider IP;
2. Customer’s or an Authorized User’s use poses a security, availability, or legal risk;
3. Customer or an Authorized User engages in fraud or unlawful activity; or
4. Customer or an Authorized User commits a material violation of Section 2(c) (Use Restrictions).
   B) Suspension with notice. Provider may suspend:
5. for non-payment, in accordance with Section 4 (Fees and Payment); or
6. if a third-party provider suspends or terminates services required to enable the Services, after providing notice where practicable. Notice standard: Provider will use commercially reasonable efforts to give at least 24 hours’ prior notice for non-emergency suspensions, where practicable, and will use commercially reasonable efforts to resume access promptly once the underlying issue is resolved. Provider is not liable for losses arising from a Service Suspension.

Customer Responsibilities

Account Use

Customer is responsible and liable for all use of the Services and Documentation by Customer and its Authorized Users resulting from access credentials issued to Customer. Customer must ensure Authorized Users comply with this Agreement and maintain the confidentiality of credentials. Customer is not liable for unauthorized access by third parties that is not caused by Customer’s or its Authorized Users’ acts or omissions.

Use of Customer Output

Customer is solely responsible for:

1. evaluating Customer Output for accuracy, completeness, safety, and appropriateness before use, distribution, or reliance; and
2. all decisions, actions, and omissions based on Customer Output.

Passwords and Access Credentials

Customer must keep all credentials secure, must not sell or transfer them, and must promptly notify Provider of any suspected compromise.

Third-Party Products

The Services may enable access to third-party products, services, or content (“Third-Party Products”). Third-Party Products are subject to their own terms. If Customer does not agree to applicable third-party terms required for a specific feature, Customer must not use that feature and Provider may disable it for Customer. Provider has no obligation to provide an alternative.

Personal Information

Permitted Research Activities. Customer may submit Personal Information only to the extent necessary for market research, analytics, and reporting activities reasonably contemplated by the Services and described in the applicable Order Form (“Permitted Research Activities”), and only in compliance with applicable law and Provider’s Privacy Policy.

Safeguards. Customer must:

a) have a lawful basis or obtain all required consents;

b) remove direct identifiers (for example, name, email, phone) prior to upload, unless the identifiers are necessary for the Permitted Research Activities and this necessity is documented in the Order Form or a data processing addendum executed by the parties; and

c) implement appropriate technical and organizational measures consistent with industry standards.

Sensitive Personal Information. Customer must not submit Sensitive Personal Information unless expressly permitted in a data processing addendum or written authorization signed by both parties. For purposes of this Agreement, “Sensitive Personal Information” includes: government-issued identifiers; account log-ins, passwords, or credentials; financial account numbers (alone or with any security code or access code); precise geolocation (street-level or coordinate-level location, such as GPS or similar); health, genetic, or biometric data; and any other category considered sensitive under applicable law. Demographic attributes typical in market research (for example, age ranges, household size, income brackets, education) are not deemed Sensitive Personal Information solely due to their ability to indirectly identify individuals.

Fees and Payment

Fees and Subscription Tiers

Fees for the Services (“Fees”) are set out in the applicable Order Form or on compeers.ai. Each subscription tier includes defined usage limits as stated in the Order Form. If the Order Form is silent on limits, the limits published on compeers.ai as of the Effective Date apply. In the event of a conflict between the Order Form and the website, the Order Form controls.

Upgrades and Downgrades

• Upgrades: Customer may upgrade tiers at any time by paying the difference between the then-current prices for the upgraded tier and the current tier. Upgrades take effect upon payment and are prorated for the remainder of the then-current Term.
• Downgrades: Downgrades take effect at the next renewal Term unless otherwise agreed in writing. Fees paid for the then-current Term are non-refundable.

Overage Charges

If Customer exceeds applicable usage limits, overage charges apply at the per-unit rate specified in the Order Form. If no rate is specified there, the per-unit rate published on compeers.ai as of the Effective Date applies for the remainder of the Term. Overage usage is measured monthly and billed in arrears. Provider will notify Customer when usage reaches approximately 80% and 100% of the applicable limit. Provider may update published overage rates for future Terms; changes take effect only upon renewal or with at least 30 days’ prior notice.

Payment Terms and Methods

Unless otherwise specified in the Order Form:

• Invoiced payments: Net 30 days from the invoice date, payable in U.S. dollars by ACH or wire transfer.
• Card payments: If Customer provides a payment card, Customer authorizes Provider to charge all Fees, overages, taxes, and any recurring renewals to that card on or after the invoice date. Provider may use account updater services to keep card details current.
• ‍Currency: If an Order Form specifies billing in a currency other than U.S. dollars, that Order Form governs. Otherwise all amounts are in U.S. dollars.

Failed Payments and Suspension for Non-Payment

If a payment fails, Provider will attempt up to three automated retries over a 10-day period and will notify Customer. If amounts remain unpaid after 10 days, Provider may suspend access to the Services in accordance with Section 2 (Suspension). Suspension does not relieve Customer of payment obligations.

Late Charges and Collections

Past-due amounts accrue interest at 1.5% per month calculated daily and compounded monthly, or the maximum rate permitted by law, whichever is lower. Customer will reimburse Provider for reasonable, documented out-of-pocket costs of collection permitted by law.

Taxes

Fees are exclusive of taxes. Customer is responsible for all sales, use, excise, VAT, GST, and similar taxes and duties applicable to its purchases, excluding taxes based on Provider’s income. Where required, VAT or GST will be charged on the invoice unless Customer provides a valid exemption or VAT/GST registration and the reverse charge mechanism applies. If withholding taxes apply, Customer will pay amounts net of such taxes and provide evidence of withholding; the parties will cooperate in good faith to reduce or eliminate withholding where legally possible.

Billing Disputes

Customer must notify Provider in writing of any good-faith fee dispute within 15 days of the invoice date, with reasonable detail. The parties will work in good faith to resolve disputes promptly. Undisputed amounts must be paid when due.

Refunds

Except as expressly stated in this Agreement or the applicable Order Form, all Fees are non-refundable. Proration applies to upgrades as stated above. No proration applies to downgrades mid-Term unless otherwise agreed in writing.

Confidentiality, Privacy, Intellectual Property, Warranties, Indemnification, Liability, Termination, and Miscellaneous

Confidentiality

(a) Definition. “Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Provider IP is Provider’s Confidential Information. Customer Data is Customer’s Confidential Information.

(b) Exclusions. Confidential Information does not include information that: (i) becomes public without breach; (ii) was known to the Receiving Party without obligation of confidentiality; (iii) is received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party’s Confidential Information.

(c) Protection. Receiving Party must protect Confidential Information using no less than reasonable care, including appropriate administrative, technical, and physical safeguards, and may disclose it only to employees, contractors, and agents who need to know it to perform under this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

(d) Compelled Disclosure. Receiving Party may disclose Confidential Information when required by law, subpoena, or court order, provided it gives prompt notice (unless legally prohibited) and cooperates to seek a protective order.

(e) Survival. These obligations survive for five (5) years after disclosure, or indefinitely for trade secrets while they remain protected under applicable law.

Privacy

Provider complies with its Privacy Policy at https://compeers.ai/privacy, as updated in accordance with its terms.

Customer may submit Personal Information only as necessary for market research, analytics, and reporting activities reasonably contemplated by the Services and described in the applicable Order Form, in compliance with applicable law and the Privacy Policy.

• Safeguards: Customer must have a lawful basis or obtain all required consents, remove direct identifiers unless necessary for the permitted purpose, and not submit Sensitive Personal Information (government IDs, account credentials, financial account numbers, precise geo-location, health/biometric data) unless expressly permitted in a signed data processing addendum.
• Demographic attributes typical in market research (e.g., age ranges, household size, income brackets) are not considered Sensitive Personal Information solely because they could indirectly identify individuals.

Model Training: By default, Provider does not use Customer Data to train, retrain, or otherwise improve any machine learning or AI models. Any future use for model improvement would require Customer’s prior written consent and would occur only in anonymized and aggregated form.

Intellectual Property

(a) Provider IP. Provider retains all right, title, and interest in the Provider IP and related intellectual property rights.

‍(b) Customer Data. Customer retains all right, title, and interest in the Customer Data, subject to the licenses in this Agreement.

‍(c) License to Provider. Customer grants Provider a non-exclusive, royalty-free, worldwide license to Process Customer Data solely to provide the Services and comply with this Agreement.

‍(d) Feedback. Provider may use feedback, suggestions, or enhancement requests to improve the Services, excluding any Customer Confidential Information, which remains protected.

Warranties and Disclaimers

(a) Limited Warranty. The Services will materially conform to the Documentation when used as permitted.‍

(b) Remedy. Provider’s sole obligation for breach of this warranty is to use commercially reasonable efforts to correct the non-conformity.

‍(c) Disclaimer. Except as expressly stated, the Services, Documentation, and Customer Output are provided “as is” without warranties of any kind, whether express, implied, statutory, or otherwise. Customer acknowledges that Customer Output may be inaccurate or incomplete and must be evaluated before use.

Indemnification

(a) Provider Indemnity. Provider will defend and indemnify Customer from third-party claims alleging the Services infringe U.S. patents, copyrights, or trade secrets, subject to prompt notice, cooperation, and sole control of the defense.

‍(b) Exclusions. No indemnity applies to claims arising from Customer Data, combination with non-Provider products, modifications not made by Provider, or Customer’s breach of law or this Agreement.

‍(c) Customer Indemnity. Customer will defend and indemnify Provider from third-party claims arising from Customer Data, Customer’s unlawful use of the Services, or gross negligence/willful misconduct.

‍(d) Sole Remedy. These indemnities are the sole remedies for IP infringement claims.

Limitation of Liability

Except for liabilities that cannot be excluded by law:

• No Indirect Damages: Neither party is liable for indirect, incidental, special, consequential, or punitive damages, including lost profits or data.
• ‍Cap: Each party’s total liability in any 12-month period is limited to the total Fees paid by Customer to Provider in the 12 months immediately preceding the event giving rise to the claim.

Data Breach Notification

Provider will notify Customer without undue delay, and in any event within 72 hours, after becoming aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data. Notifications will include, to the extent available, the nature of the breach, categories and approximate number of data subjects affected, and steps taken or proposed to address the breach.

Term and Termination

(a) Term: As stated in the Order Form; auto-renews for equal terms unless either party gives at least 60 days’ notice before renewal.

‍(b) Termination for Cause: Either party may terminate with 30 days’ notice if the other materially breaches and fails to cure.

‍(c) Termination for Insolvency: Either may terminate immediately if the other becomes insolvent, files for bankruptcy, or assigns assets for creditors.

‍(d) Effect of Termination: Upon termination, Customer must stop using the Services. Provider will, within 30 days, delete Customer Data from its systems unless required by law or Customer requests a copy. Exports will be delivered in a commonly used, machine-readable format via secure transfer; reasonable cost recovery may apply for large/complex exports.

Modifications

Provider may modify this Agreement with at least 30 days’ advance notice via email to Customer’s admin contact and/or posting in the Customer account portal. Modifications apply prospectively. If Customer does not agree, it may terminate before the modification takes effect.

Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control, including acts of God, natural disasters, pandemic, labor disputes, internet or telecommunications failures, governmental action, or supply shortages.

Export Compliance

Both parties will comply with all applicable export control and sanctions laws. Provider will notify Customer if export restrictions prevent or materially limit performance.

Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of North Carolina, without regard to conflict of laws principles. The parties will attempt to resolve disputes through good-faith negotiations. If unresolved, disputes will be subject to the exclusive jurisdiction of the federal or state courts in Greensboro, North Carolina, and each party consents to that jurisdiction.

Assignment

Neither party may assign this Agreement without the other’s written consent, except either party may assign to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Agreement.

Entire Agreement

This Agreement, including the Order Form, is the entire agreement between the parties. If any provision is found unenforceable, the remainder will remain in effect. Failure to enforce any right does not waive it.