Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between FerrisCapital LLC, the provider of the Airis platform (“Airis”, “we”, “us”, or “our”), and the organization that accesses or uses the Service (“Customer”, “you”, or “your”).

By accessing or using the Service, by accepting these Terms, or by authorizing any user to do so on your behalf, you agree to be bound by these Terms. If you enter into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “Customer” refers to that organization.

The Service is intended solely for business and professional use by organizations and their authorized personnel. It is not directed to consumers or to individuals acting for personal, family, or household purposes.

Where you and Airis have signed a separate written master subscription, enterprise, or order agreement (an “MSA”) covering the Service, that agreement governs and controls over any conflicting provision in these Terms.

“Service” means the Airis hosted software platform, including the dashboard, APIs, AI agents, and related features, tools, and documentation we make available.

“Agent” means an AI software worker provisioned within your organization that performs tasks, communicates over connected channels, and uses connected tools under your direction.

“Authorized User” means an individual you permit to access the Service under your account, such as an employee, contractor, or agent of your organization.

“Customer Data” means data, content, files, messages, prompts, and other materials that you or your Authorized Users submit to the Service, or that Agents access, generate, or process on your behalf.

“Output” means content generated by Agents or the Service in response to your instructions or Customer Data.

“Third-Party Services” means any third-party products, services, or providers that the Service relies on, integrates with, or routes data to in order to operate, including hosting and infrastructure, authentication, payment, communications, and the providers of the artificial-intelligence models that power Agents.

Access to the Service requires an account. Authentication is provided through a Third-Party Service. You are responsible for configuring access, provisioning and de-provisioning Authorized Users, and maintaining the confidentiality of credentials and sessions associated with your account.

You are responsible for all activity that occurs under your account and your Authorized Users, whether or not authorized by you, except to the extent caused by our breach of these Terms. You agree to notify us promptly at support@airiscloud.com of any suspected unauthorized access or use.

You must ensure that each Authorized User is at least 18 years old and uses the Service in compliance with these Terms and applicable law.

You agree not to, and not to permit any Authorized User or Agent to:

• violate any applicable law or regulation, or infringe or misappropriate the intellectual property, privacy, or other rights of any third party;
• upload or process unlawful, harmful, defamatory, or infringing content, or malware or other harmful code;
• attempt to gain unauthorized access to the Service, other accounts, or our systems, or probe, scan, or test the vulnerability of the Service except under a written authorization from us;
• reverse engineer, decompile, or attempt to derive the source code or underlying models of the Service, except to the extent this restriction is prohibited by law;
• resell, sublicense, or provide the Service to third parties as a service bureau, or use it to build a competing product;
• circumvent usage limits, metering, rate limits, or spend controls, or use the Service in a way that imposes an unreasonable load on our infrastructure;
• use the Service to generate or disseminate content that is harmful, harassing, discriminatory, or otherwise prohibited by the acceptable-use policies of the applicable Third-Party Services.

We may investigate suspected violations and may remove or disable content or access that we reasonably believe violates these Terms.

The Service provisions Agents that act on your behalf and under your direction. You are responsible for the instructions you give your Agents, for the scope of authority and access you grant them, and for your use of any Output.

Output is generated by probabilistic AI systems and may be inaccurate, incomplete, or unsuitable for your purpose. Output may not be unique and may be similar to content generated for other customers. You are responsible for reviewing and validating Output before relying on it, and for maintaining appropriate human oversight of Agent actions, particularly where Agents send communications, modify data, or take actions through connected tools.

No legal or professional advice. The Service and any Output do not constitute legal, financial, tax, medical, or other professional advice, are not a substitute for the judgment of a qualified professional, and no attorney-client or other professional relationship is created by your use of the Service. You must not rely on the Service or Output as the sole basis for any decision that has legal or otherwise significant consequences without independent review by an appropriately qualified professional. To the maximum extent permitted by law, we disclaim and you waive all liability of Airis for any decision made or action taken or not taken in reliance on the Service or Output, including any use of Output as or in place of legal or other professional advice.

As between you and us, and to the extent permitted by the applicable Third-Party Services, you retain such rights as you have in Output, and you are responsible for ensuring your use of Output complies with applicable law and third-party rights.

The Service lets you connect third-party accounts and tools (for example, email, messaging, code, and file storage providers) so that Agents can act on your behalf. By connecting an account, you authorize the Service and your Agents to access and process data from that account within the scope you grant, and you represent that you have the right to grant that access.

Third-Party Services, including the providers of the models that power Agents, are governed by their own terms and privacy practices. We are not responsible for Third-Party Services, and your use of them is at your own risk. We may add, change, or remove integrations and Third-Party Services over time.

As between the parties, you retain all right, title, and interest in your Customer Data. You grant us a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data, and to create derivative works as needed, solely to provide, secure, and improve the Service and to comply with law.

We will not use Customer Data to train generally available foundation models, and we contractually direct the Third-Party Services that process Customer Data on our behalf not to do so, except where you direct otherwise. Our handling of personal data is described in our Privacy Policy. Where we process personal data on your behalf, a data processing addendum (“DPA”) applies and is incorporated by reference; you may request the current DPA at support@airiscloud.com.

You are responsible for the accuracy and legality of Customer Data and for having the rights and any necessary consents to submit it to the Service and to have it processed by Agents.

Fees are set out in the applicable order, plan, or pricing page. Usage of AI models through the Service is metered: every model call is measured through our metering layer, which is the source of truth for usage-based charges. You can review usage and configure spend limits in the dashboard.

Unless stated otherwise, fees are quoted and payable in U.S. dollars, are non-cancelable, and are non-refundable except as expressly provided. You are responsible for all taxes other than taxes on our net income. Late amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law.

We may suspend the Service or specific Agents for non-payment after notice, and we may adjust pricing on a prospective basis with reasonable notice.

The Service, including all software, models, interfaces, and documentation, and all intellectual property rights in them, are and remain our exclusive property and that of our licensors. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the term, solely for your internal business purposes and subject to these Terms. No rights are granted except as expressly stated.

If you provide suggestions, feedback, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate them without restriction or obligation to you.

Each party may disclose confidential information to the other. Confidential information must be used only to perform under these Terms and protected with at least reasonable care. It excludes information that is or becomes public without breach, was already known, is independently developed, or is rightfully received from a third party. A party may disclose confidential information if required by law, provided it gives reasonable notice where permitted.

These Terms apply for as long as you have an account or use the Service. Either party may terminate for the other’s material breach that remains uncured 30 days after written notice. You may stop using the Service and close your account at any time; fees already incurred remain payable.

On termination, your right to access the Service ends. For a period of 30 days after termination, you may request export of Customer Data in a commonly used format; after that period we may delete Customer Data in the ordinary course, subject to legal retention requirements and standard backup cycles. Provisions that by their nature should survive termination will survive.

We may suspend your access, or a specific Authorized User or Agent, immediately if we reasonably determine that continued access poses a security risk, may harm our systems or other customers, violates the acceptable-use provisions or applicable law, or is required to comply with a legal obligation. We will use reasonable efforts to give notice and to limit the scope and duration of any suspension.

The Service and all Output are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory. To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Service will be uninterrupted, error-free, or secure, or that Output will be accurate, complete, current, or reliable. You assume all responsibility for your use of the Service and any decisions or actions taken based on Output.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, even if advised of the possibility of such damages.

Our total aggregate liability arising out of or relating to the Service and these Terms will not exceed the amounts you paid to us for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.

These limitations do not apply to a party’s liability for its indemnification obligations, breach of confidentiality, your payment obligations, your violation of the acceptable-use provisions, or liability that cannot be limited under applicable law.

You will defend, indemnify, and hold harmless Airis, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, and all resulting losses, damages, liabilities, costs, and reasonable attorneys’ fees, arising out of or relating to: (a) your Customer Data; (b) your or your Authorized Users’ use of the Service in violation of these Terms or applicable law; (c) your use of, or reliance on, any Output, including any reliance on Output as legal, financial, or other professional advice; or (d) your violation of the rights of any third party.

This indemnity applies on standard terms: we will give you prompt written notice of the claim, grant you sole control of its defense and settlement (provided that any settlement that imposes a non-monetary obligation on, or admits fault by, an indemnified party requires that party’s prior written consent), and provide reasonable cooperation at your expense.

We will defend you against third-party claims alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s intellectual property rights, and will pay resulting losses finally awarded, excluding claims arising from Customer Data, Output, combinations with non-Airis products, or use in violation of these Terms.

We may modify the Service from time to time, including adding, changing, or removing features. We may also update these Terms; if we make a material change, we will provide reasonable notice, such as by posting the updated Terms with a new effective date or by notifying you through the Service. Your continued use after the change takes effect constitutes acceptance of the updated Terms.

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles, and the United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt to resolve any dispute informally. Except for claims for injunctive relief or to protect intellectual property or confidential information, any dispute that cannot be resolved informally will be settled by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association, seated in State of Delaware, United States. Judgment on the award may be entered in any court of competent jurisdiction.

Disputes will be resolved on an individual basis; class, collective, and representative actions are waived to the extent permitted by law. Where arbitration does not apply, the parties consent to the exclusive jurisdiction of the state and federal courts located in State of Delaware, United States.

You will comply with all applicable export control and economic sanctions laws. You represent that you and your Authorized Users are not located in an embargoed jurisdiction or on a restricted-party list, and you will not use the Service in violation of those laws or of applicable anti-bribery and anti-corruption laws.

Assignment. You may not assign these Terms without our prior written consent, except to a successor in connection with a merger or sale of all or substantially all assets. We may assign these Terms to an affiliate or successor.

Force majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, excluding payment obligations.

Notices. Legal notices to us must be sent to support@airiscloud.com. We may give notice to you through the Service or to your account contact.

Entire agreement; severability; waiver. These Terms, together with any MSA and the documents they reference, are the entire agreement between the parties regarding the Service. If any provision is held unenforceable, the remaining provisions remain in effect. A failure to enforce a provision is not a waiver.

Independent contractors. The parties are independent contractors; nothing in these Terms creates a partnership, agency, or joint venture.

Questions about these Terms can be directed to support@airiscloud.com, or to support@airiscloud.com for general support. Airis is operated by FerrisCapital LLC.