Skip to main content

Terms of Service

Introduction

These Terms of Service (Terms) form a legal agreement between the Client and RAIDS AI Ltd (Company) governing the Client use of the services of the Company’s AI Monitoring System.

By accessing, using, or registering for the Service, or by clicking “agree,” “accept” or a similar box, the Client agrees to comply with these Terms.

If you do not agree, you may not use the Service.

‍

Information about the Company

The Company is RAIDS AI Ltd, a limited liability company registered in the Republic of Cyprus under registration number HE 466437, with registered office at Nikis 26, TRANSAFRICA, Floor 3, Flat/Office 301, 1086 Nicosia, Cyprus.

The Client can contact the Company at support@raidsai.ai for any enquiries related to these Terms or the Service.

‍

The contract and other applicable terms

  1. These Terms apply to the provision of the Services by the Company to the Client and their relationship in relation to the Services.
  2. Other applicable terms. There are other terms that apply to the Client’s relationship with the Company:
  • Privacy Policy on how the Company processes data
  • Cookies Policy on how the Company places cookies
  • Terms of Use in relation to the use of https://www.raidsai.ai/.
  • Acceptable Use Policy
  • Service Level Agreement (SLA) describing service availability targets, maintenance windows, exclusions, and service credits.

These Services Terms together with any other policies and terms referred to herein, which are hereby incorporated by reference, constitute the “Agreement.” Any appendices and attachments form integral part of these Services Terms.

  1. Entire agreement. Other than any terms and policies that the Company explicitly refers to in these Terms to apply in relation to the Services, the Client agrees that no other terms apply or are herein incorporated, either express or implied by law, trade custom, practice, or course of dealing. The Client also acknowledges that the Agreement is the entire agreement between the Company and the Client in relation to the Services. The Client acknowledges that they have not relied on any statement, promise, representation, or warranty that is not set out in the Agreement.
  2. Modifications. The Company reserves the right to modify the Terms at any time and for any reason. The Company will post the most current version of these Terms on its website. The modified Terms will be effective upon being posted on the website. Regardless, if the Company makes material changes to the Terms, it will try its best (although it is not required so) to notify the Client via email. Notwithstanding the foregoing, the Client is responsible for complying with the updated terms posted online on the Company’s website and the Client undertakes to review these terms regularly.

‍

Definitions

Account: the account set up by the Client to access and use the Services

AI Monitoring System: The Company’s proprietary technology that evaluates AI system outputs to detect anomalies, rogue or unusual behavior.

Confidential Information: has the meaning given in clause 15.

Client: the Clients of the Company that set up Account to use the Services.

Client Data: collectively, the Input, the Output, and all other information, data, or materials the Client or its Users provide to the Company via the Service or otherwise under the Agreement, excluding and the Statistical Information. Client Data may include Personal Data.

Documentation: the online or written technical and user materials for the Service made available by the Company, as updated from time to time.

Feedback: feedback provided by the Client concerning the functionality and performance of the Service from time to time, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements.

Fees: the amounts payable by the Client for the Service as set out in the Order Form, Pricing Sheet, or invoice.

Indemnified Party: the Company being indemnified under clause 16, including its employees, directors, agents, and representatives.

Indemnifying Party: the Client that is providing indemnification under clause 16.

Input: data, prompts, logs, records, or other content provided or made available by the Client (including input/output transcripts from the Client’s own AI systems or third-party AI tools) for processing by the Service to, among others, enable monitoring, analysis, and delivery of the Service.

Intellectual Property (IP): All intellectual property rights, including patents, copyrights, trade secrets, trademarks, and other proprietary rights.

Order Form: an ordering document (or online order) issued by the Company and accepted by the Client that specifies the Services, Term, quantities, and Fees.

Output: analytical results, alerts, metrics, dashboards, findings, risk assessments, summaries, and reports or other content generated by the Service that relate specifically to the Client’s Data or Input. Output excludes any templates, report formats, structures, underlying methodologies, detection models, baselines, algorithms, or analytical logic used to generate such content, all of which are proprietary to the Company.

Personal Data: Data relating to an identified or identifiable individual, processed in accordance with applicable privacy laws.

Pricing Sheet: the Company’s then-current schedule of prices, tiers, and usage metrics applicable to the Service, as updated from time to time and incorporated by reference.

Service: the Company’s AI Monitoring System, which enables businesses to monitor and evaluate the outputs of their AI systems for anomalies, rogue behavior, or non-compliance, using the Company’s proprietary software and infrastructure.

Software: The proprietary software, algorithms, and associated infrastructure provided by the Company as part of the Service, including all updates, enhancements, and modifications, through which the AI Monitoring System operates and delivers its functionality to the Client.

Statistical Information: aggregated and/or de-identified telemetry, statistics, metrics, and analytics regarding use, operation, performance, and detections in the Service used to operate, maintain, improve, and secure the Service, and which does not identify the Client, Users, or any individual.

Term: the duration of this Agreement as confirmed by the Company to the Client in the Order Form.

Transformed Data means numerical, vectorised, aggregated, or otherwise derived representations of Client Personal Data created by the Company for analytical purposes, which do not identify the Client or any individual and cannot be reverse engineered into the original Client Personal Data.

User: means any employee, agent, consultant, or independent contractor of the Client, or any other individual acting on behalf of the Client, who is authorised by the Client to access or use the Service within the scope of the Client’s paid subscription, licence, or permitted usage rights under this Agreement. Users shall comply with these Terms and all applicable laws and remain under the Client’s sole control and responsibility. The Client is responsible for all actions or omissions of its Users.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices

‍

Service

  1. In return for the Fees, the Company agrees to provide the Services to the Client in accordance with the terms of the Agreement. The Service is an AI safety monitoring system delivered as a service (SaaS). It is not a generative AI system, does not create novel content, and functions solely by analysing existing data provided by the Client or generated by the Client’s AI systems.
  2. Subject to the terms of the Agreement, the Company grants the Client a worldwide, royalty-free, limited, non-exclusive, non-transferable right and licence, without the right to grant sublicenses, during the Term to use the Services for the Client’s internal business purposes by its authorised Users.
  3. The Company may in its sole discretion update, change the Services or improve, modify or replace features of the Services without any liability to the Client to improve performance, enhance functionality, reflect changes to its systems or address compliance or security issues, provided that such changes do not materially reduce the Service’s security or data protection measures.
  4. The Service and any rights granted herein are exclusively provided to a specified number of authorised users of the Client, i.e., the Users as defined herein. The Client shall ensure that all Users comply with this Agreement and any applicable laws. The Client is responsible for all acts and omissions of its Users in connection with the Service as if those acts or omissions were its own.
  5. The Company’s Service uses artificial intelligence and machine learning to detect and analyse anomalies or deviations in AI system behaviour. It does not generate or produce new content, media, or text outputs of a creative or generative nature.
  6. The Company may collect and use Statistical Information for purposes of operating, maintaining, improving, and securing the Service, detecting misuse or security incidents, and generating service and feature announcements. Statistical Information will not include Client Data, Personal Data, or information that identifies the Client or User. Statistical Information is the exclusive property of the Company.
  7. Integration, onboarding, or other professional services (if any) will be provided under a separate, mutually agreed contract and fee quote between the parties.

‍

Fees, Pricing, and Payment

  1. The fees, discount tiers, usage metrics, and payment models applicable to the Service are set out in the Company’s then-current Pricing Sheet or in the applicable Order Form. In the event of conflict on fees or tiers, the Order Form prevails over the Pricing Sheet, and the Pricing Sheet prevails over these Terms solely as to fees/tiers.
  2. The Client shall pay all fees specified in the applicable Order Form, Pricing Sheet, or invoice. Payment obligations are non-cancellable, and Fees paid are non-refundable except as expressly set out in this Agreement.
  3. The Service may be billed (a) on a usage basis (e.g., per API call or other unit), (b) via prepaid credits tied to a tier, and/or (c) via fixed fees. No setup fees apply unless expressly stated in an Order Form.
  4. Unless otherwise stated in an Order Form: (a) subscription or credit purchases are invoiced annually in advance; (b) extra usage (if any) are invoiced monthly in arrears; and (c) all invoices are due within thirty (30) calendar days of the invoice date. Payments must be made in Euros (EUR) to the account designated by the Company.
  5. Fees are exclusive of taxes. Each party is responsible for taxes imposed on it by law. The Client shall pay all value-added, sales, use, goods and services, or similar taxes arising from this Agreement.
  6. Payments shall be made free of set-off and free of any deduction or withholding. If any deduction or withholding is required by law, the Client shall pay such additional amounts as necessary to ensure the Company receives the net amount it would have received absent such deduction or withholding.
  7. Unpaid amounts accrue interest at 1.5% per month from due date until paid in full. The Company may charge reasonable costs of collection.
  8. The Company may update its Pricing Sheet or adjust Fees for renewals, new purchases, or top-ups by providing at least forty-five (45) days’ prior written notice or by posting an updated Pricing Sheet with an effective date at least forty-five (45) days in the future. Changes do not apply retroactively to the then-current committed Term.
  9. The Company may suspend the Service (in whole or in part) if any Fees remain unpaid fifteen (15) calendar days after they become due. Suspension may be limited to specific Users, environments, or functionalities. Access will be reinstated promptly upon receipt of all overdue amounts; the Company may charge a reasonable reactivation fee. Fees continue to accrue during suspension. During suspension, the Client retains access to billing and account administration.
  10. The Client shall not set off, withhold, or net any amounts due under this Agreement without the Company’s prior written consent.

‍

Account Creation, API Setup, and Pricing

  1. The Service is intended for legal persons, businesses, and organizations. The Service is not intended for individuals.
  2. The Client agrees to register an Account to make use of the Services by submitting the information that the Company may request in its sole discretion.
  3. The Client undertakes to notify the Company without undue delay where the Account is violated or where the Client suspects of any violation of the Account.
  4. The Client undertakes to provide true and complete information and data during the Account registration process and keep them updated throughout the use of the Services.
  5. Any personal data submitted for the registration process will be processed in accordance with the Privacy Policy.
  6. The Client must keep their account name, username, password, and any other authentication codes confidential and safe, and comply with all terms of the Agreement relating to the security of their Account details.
  7. The Company provides access to its monitoring platform through an application programming interface (“API”). The Client is responsible for integrating its systems with the API in accordance with the Company’s technical documentation. The Client shall maintain the security of its API credentials and ensure that data transmitted through the API is lawful and authorised. The Company may suspend or restrict API access in the event of misuse, security concerns, or system maintenance. The Company does not accept liability for any failure or disruption resulting from Client-side integration errors, third-party system faults, or unauthorised access to the Client’s API environment. The Client acknowledges that successful API integration is necessary for the functionality of the Service and that delays or failures in integration may affect the accuracy or availability of monitoring results, for which the Company is not responsible. The Client will only use the Company’s published API endpoints and SDKs as documented by the Company and solely for lawful integration with the Service.

‍

Client’s use restrictions

The Client shall not access, store, distribute, upload, submit or transmit any Viruses, or any material or Client Data during the course of its use of the Services, including by uploading Input or providing Feedback, that:

  • is unlawful, harmful, libelous, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;
  • facilitates illegal activity;
  • depicts sexually explicit images;
  • promotes unlawful violence;
  • is discriminatory based on race, sex, gender, colour, religious belief, sexual orientation, disability;
  • is otherwise illegal or causes damage or injury to any person or property;
  • infringes the intellectual property rights of any third party;
  • is in breach of any applicable laws, rules, regulations and/or codes of conduct;
  • is in breach of any applicable terms, including any terms that apply to AI-generated content;
  • is in breach of any confidentiality undertaking;
  • in any way contravenes the Acceptable Use Policy at https://app.raidsai.ai/acceptable-use-policy

The Company reserves the right, without liability or prejudice to its other rights, to disable the Account, or access to its Services if the Company finds in its opinion that any Client Data is in breach with the terms of the Agreement.

  1. The Client shall not:

    • Except as may be allowed by any applicable law which cannot be excluded by agreement between the parties and except to the extent expressly permitted under this agreement:
      • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, public or republish, download, display, transmit, or distribute all or any portion of the Services, including the AI Monitoring System, in any form or media or by any means;
      • attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human intelligible or readable form all or any part of the Services, including the AI Monitoring System, or attempt to derive source code or other trade secrets relating to the Services, including the AI Monitoring System, or bypass or attempt to bypass any AI Monitoring System mechanisms.
    • use the Services or allow access to the Services in a way that breaches or circumvents or contravenes any contractual usage restrictions or that exceeds its authorised use, or number of authorised Users, as set forth in the Agreement;
    • licence, sub-licence, sell, re-sell, rent, lease, transfer, assign, distribute, time share, commercially exploit, or otherwise make any part of the Service available for access by third parties except as otherwise expressly provided in the Agreement;
    • access all or any part of the Services in order to build, develop, or operate a product or service, or build, develop or operate, or attempt to build, develop or operate a product or service which competes with the Services;
    • use the Services to provide services to third parties, unless otherwise expressly provided in the Agreement;
    • attempt to obtain, or assist third parties in obtaining, access to the Services, including any competitor of the Company, other than as expressly provided in the Agreement;
    • fail to use commercially reasonable efforts to avoid interference with or disruption to the integrity, operation, performance, or use or enjoyment by others of the Services;
    • use the Services to create, use, send, store, or run any Virus or other harmful codes, files, scripts, agents, or programs.
    • use the Services in a way that violates, infringes, or contravene the rights of a third party that have to do with, among others, contract, intellectual property, publicity, privacy or confidentiality.
    • use the Service to test vulnerabilities or for any fraudulent, deceptive, or misleading purposes.
    • disclose, publish, or permit any benchmarking, performance testing, or availability statistics of the Service without the Company’s prior written consent.
    • use the Service, Output, dashboards, alerts, metrics, or related metadata to develop, train, or improve any artificial intelligence or machine learning models or services, including without limitation any services that compete with the Service.
  1. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Company.
  2. Regardless of anything else in this Agreement, the Client should not upload confidential or proprietary information in the Service, Input, or Feedback, unless necessary to enable the provision of Services, and the Company is not responsible for any breach of confidentiality caused by the Client.
  3. The Client agrees to abide by any Input volume restrictions provided by the Company.

‍

Client’s obligations

Notwithstanding any other terms of this Agreement, Clients shall:

  1. provide the Company with all necessary co-operation in relation to the Agreement, and all necessary access to such information as may be required by the Company, in order to provide the Services, and security access information and ensure its Users provide such cooperation;
  2. without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;
  3. carry out all other Client responsibilities set out in this agreement in a timely and efficient manner;
  4. ensure that its network and systems comply with any relevant specifications that may be provided by the Company from time to time; and
  5. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Company’s, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

‍

Representations and Warranties

  1. The Client confirms, represents and warrants that:
  • it has the necessary legal competence, right, powers of representation, due authority, and authorisation to accept this Agreement on behalf of that legal person.
  • it is duly organised and established and is in good standing.
  • it has provided and shall provide accurate, true, and complete information, material and documents requested by the Company for any legitimate purpose, including verifying its authorised users identity, and Client details, and it shall timely update and correct such information, material and documents to maintain their status as accurate, true and complete.
  • it has not relied on any statement, promise, representation, or warranty that is not set out in this Agreement.
  1. The Company excludes all warranties, representations, conditions, and all other terms of any kind whatsoever as to any matter whatsoever, including but not limited to its Service, whether express or implied by statute or common law or the operation of the law are, to the fullest extent permitted by applicable law.

‍

Third party providers

  1. The Client acknowledges that the Services may enable or assist them to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that they do so solely at their own risk. The Company makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Client, with any such third party.
  2. Any contract entered into, and any transaction completed via any third-party website is between the Client and the relevant third party, and not the Company. The Company recommends that the Client refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website.
  3. The Company does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

‍

Company’s obligations and limitations

  1. The Company undertakes to provide the Services in accordance with the Agreement. This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company or the Company’s duly authorised contractors or agents.
  2. Service availability targets and any applicable service credits are described in the SLA.
  3. The Company will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
    • planned maintenance carried out during the non-working hours and/or during the weekends; and
    • unscheduled maintenance carried out when it is deemed necessary, according to the circumstances and the seriousness of the necessity which arises from time to time.
  4. Notwithstanding the foregoing in clause 12.3, the Company does not warrant that:
    • the Client's use of the Services will be uninterrupted or error-free; or
    • that the Services and/or the information obtained by the Client through the Services will meet the Client's requirements;
    • the Services will meet the Client's requirements or business objectives; or
    • the Services will be free from Viruses.
  5. The Company is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
  6. The Company shall not be responsible for any loss, damage, cost or expense arising from, or from any mistake, defect or inaccuracy in, any Input.
  7. The Client acknowledges that the Company uses artificial intelligence and machine learning techniques for monitoring and analytical purposes, not for generative output creation. The Client understands and agrees that these technologies are experimental, rapidly evolving, and may produce unexpected or unpredictable analytical results. As such, the Services may generate Output that contains errors, omissions, or content that does not accurately reflect real events, places, people, or facts. You acknowledge and agree that the Company is not responsible for any inaccuracies, omissions, mistakes, or potentially offensive material in the Output or any other content produced by the Services.
  8. Use of the output is at the Client’s sole risk. The Services are not intended to be used for making critical decisions without human judgment, and it is the Client’s responsibility to apply appropriate human oversight and review before relying on such content. Accordingly, the Company disclaims all liability related to decisions made based on AI-generated content or scenarios.

‍

Data Protection and Security

  1. The Company will process the Client’s personal data used for the Account and/or any other personal data of the Client in accordance with its Privacy Policy and all applicable laws and regulations. The Client undertakes to process any personal data of the Company in accordance with all applicable laws and regulations.
  2. The Client is generally encouraged not to include personal data in the Input. If the Client enters personal data in the Services and the Input or provides personal information of individuals to the Company, the Client is responsible for:
    • providing legally adequate privacy notices and obtaining a legal basis or necessary consents for processing of the information by the Services;
    • complying with all applicable laws relating to privacy; and
    • accepting the Company’s Data Processing Agreement (DPA) available at https://app.raidsai.ai/data-processing-agreement, which is incorporated by reference into these Terms and applies to any processing of Personal Data by the Company acting as processor for the Client.
  3. The DPA is incorporated by reference and forms part of this Agreement. If there is a conflict between the DPA and these Terms with respect to processing of Personal Data, the DPA will prevail.
  4. The Company implements appropriate organisational, technical security measures, for the Service’s security, confidentiality, and integrity. Details of these measures are available online or within these terms.
  5. The Company processes Client Data through different technical pathways depending on the functionality used within the Service:
    • Certain Client Data submitted to the Service is automatically transformed into Transformed Data for analytical purposes. Where the Service does not require the Client Data in its original form after such transformation, the original form is deleted and only the Transformed Client Data is retained.
    • Where the functionality of the Service requires Client Data to remain available in its original form, such as to enable display, evaluation, auditability, or user review as part of the Service, such Client Data is retained in its original form for the duration of the Agreement and is processed to provide, operate, maintain, and support the Service. Client Data in its original form is not used to train or improve the Company’s models.
    • Only Transformed Client Data and non-content user indicators may be used to train, tune, or improve the AI Monitoring System, the Company’s AI models, and any underlying detection or analytical models.

‍

Proprietary rights

  1. The Client acknowledges and agrees that the Company and/or its licensors own all intellectual property rights in the Services, Software, AI Monitoring System, detection models, analytical models, algorithms, templates, report formats, scoring methodologies, workflows, structures, baselines, and all other tools, processes, or materials used to generate or deliver the Service, to the extent permitted by law. Except as expressly stated herein, this agreement does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Company’s proprietary rights.
  2. As between the Company and the Client, the Client shall own all right, title and interest in and to all the Input, to the extent permitted by law and subject to the licence rights granted in this agreement. The parties agree that the Client shall own the Output. For the avoidance of doubt, the Company retains ownership of all underlying templates, methodologies, report, structures, formats, models, algorithms, detection logic, baselines, and analytical tools used to generate the Output.
  3. The Company grants the Client a non-exclusive, limited, non-transferable, royalty-free licence during the Term to use the Company’s report templates, formats, and structures solely as embodied within the Output and solely for the Client’s internal business purposes. This licence does not permit the Client to extract, reuse, reproduce, distribute, repurpose, or otherwise use such templates, formats, or structures for any purpose other than as expressly permitted herein.
  4. The Client acknowledges that provision of the Service necessarily requires the Company to process Client Data in different forms to operate, maintain, and deliver the Service. The Company may transform Client Data into numerical, vectorised, aggregated, or otherwise derived representations for analytical purposes, which do not identify the Client or any individual and cannot be reverse engineered into the original Client Data (“Transformed Data”). Client Data in its original form is processed to provide, operate, maintain, and support the Service and is not used to train or improve the Company’s models. Only Transformed Data and non-content indicators (such as agree or disagree indicators) may be used for model training, tuning, or improvement.
  5. The Client grants the Company a non-exclusive, worldwide, royalty-free, sublicensable, non-transferable (except permitted assignment) licence and right to use the Input and Client Data for the duration of the Term to:
    • provide, operate, maintain, and support the Services;
    • transform Client Data into Transformed Data;
    • train or improve the Company’s models and services, including the AI Monitoring System and the Company’s detection models and AI and machine-learning models, using only Transformed Data and non-content user indicators (such as “agree” or “disagree”) and not Client Data in its original form;;
    • enhance the Company’s product and Service; and
    • develop, generate, and use aggregated or de-identified Statistical Information derived from the Input for the purposes set out in Clause 5.7 (Usage Telemetry), provided such Statistical Information does not identify the Client or any individual.
  6. The Company will not use, and will not permit any subcontractor to use, the Input or any Client Data to train third-party or unrelated AI models or AI generative models, or to create content unrelated to the Service’s performance, delivery, monitoring and analytical functionality.
  7. The Company may retain and use, and the Client hereby grants the Company the right to retain and use, de-identified or aggregated Input and Client Data beyond the Term for so long as necessary to maintain, develop, and improve the Service and its detection models. Any such retained data shall not identify the Client or any individual and shall be subject to the Security Measures and the DPA.
  8. The Client acknowledges that Output is generated through analytical and machine-learning techniques and may contain inaccuracies, errors, omissions, or unexpected results. Output does not represent the views or opinions of the Company or its subcontractors. The Company makes no warranty as to the accuracy, completeness, reliability, legality, or third-party rights compliance of any Output, and the Client remains responsible for evaluating and verifying any Output before relying on it for decisions or operations.
  9. The Client hereby assigns the ownership in all Feedback to the Company. In the event ownership in the Feedback cannot be granted to the Company, the Client grants the Company at no charge a perpetual, irrevocable, royalty-free, transferable, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction. The Client agrees that the Company may disclose that Feedback to any third party in any manner and you agree that the Company has the ability to sublicense all Feedback in any form to any third party without restriction, without attribution, compensation, or obligation to the Client.

‍

Confidentiality

For the purposes of this Agreement, “Confidential Information” means any information (however recorded, stored, or disclosed) that is disclosed, whether directly or indirectly, by one party (“Disclosing Party”) to the other party (“Receiving Party”) in writing, orally, electronically, through the Service, or by any other means, and that is labelled as confidential, identified as confidential, or would reasonably be understood as confidential given the nature of the information or the circumstances of disclosure, including without limitation:

  1. business, commercial, operational, technical, financial, strategic, or product-related information, including the business, assets, affairs, plans, intentions or market opportunities of the disclosing party;
  2. proprietary technology, system architecture, software, models, algorithms, processes, operations, know-how, designs, trade secrets, security information, methods, and documentation;
  3. information relating to customers, suppliers, Users, or internal operations;
  4. the terms of any non-public agreement between the parties; and
  5. any information developed by the parties in the course of performing this Agreement or any information that incorporates or is derived from Confidential Information.

For the avoidance of doubt and without limitation, RAIDS Confidential Information includes all non-public information relating to the Service, AI Monitoring System and Software, detection models, training methods, infrastructure and system design, non-public testing results, performance data and analysis, evaluations, and benchmarks, templates, report formats, scoring methodologies, workflows, structures, baselines, and all other tools, processes, or materials used to generate or deliver the Service, and international documentation and operational processes, and Client’s Confidential Information includes all Client Data, including Input and Output, and any non-public information about the Client’s internal systems, operations, or AI model behaviour.

  1. The provisions of this clause 15 shall not apply to any Confidential Information that the Receiving Party can demonstrate:
    • is or becomes publicly known other than through any act or omission of the Receiving Party;
    • was in the other party's lawful possession before the disclosure;
    • is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or
    • is independently developed by the Receiving Party, which independent development can be shown by written evidence.
  2. Each party shall keep the other party’s Confidential Information secret and confidential and shall not:
    • use such Confidential Information except for the purpose of performing its obligations or exercising its rights under this Agreement (the “Permitted Purpose”); or
    • disclose such Confidential Information in whole or in part to any third party except as expressly permitted by this Clause 15.
  3. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, officers, directors, contractors, professional advisers, auditors, and affiliates who need to know such information only for the Permitted Purpose, provided that:
    • such persons are informed of the confidential nature of the Confidential Information before disclosure; and
    • the Receiving Party ensures that such persons are bound by confidentiality obligations no less protective than those set out in this Clause 15, whether by contract, professional duty, or law.

Each party remains fully responsible for any breach of this Clause 15 by any such persons. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement

  1. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 15.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
  2. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause or expressly provided by this agreement are granted to the other party, or are to be implied from this agreement.
  3. Upon termination of this Agreement, each party shall:
    • return or destroy all documents and materials (and all copies thereof) containing, reflecting, incorporating, or based on the Disclosing Party’s Confidential Information;
    • delete or erase such Confidential Information from its computer systems, storage media, and devices (to the extent technically and legally practicable); and
    • certify in writing, upon request, that it has complied with this Clause 15.7.

Notwithstanding the foregoing, the Receiving Party may retain copies as required by law or or any applicable governmental or regulatory authority, provided that any retained Confidential Information continues to be protected in accordance with this Clause 15.

  1. Each party acknowledges that any unauthorised use or disclosure of Confidential Information may cause immediate and irreparable harm for which monetary damages may be an insufficient remedy. Accordingly, the Disclosing Party is entitled to seek injunctive relief, specific performance, or other equitable remedies (without the requirement to post bond or prove actual damages), in addition to any other rights or remedies available at law or in equity.
  2. The obligations in this Clause 15 survive termination or expiry of this Agreement and shall continue for five (5) years following termination, except that any Confidential Information that constitutes a trade secret or relates to security, architecture, or detection models of the Company shall remain protected for so long as it remains a trade secret or otherwise confidential under applicable law.

‍

Indemnity

  1. The Client (as Indemnifying Party) shall defend, indemnify and hold harmless the Company and its affiliates, and each of their respective directors, officers, employees, contractors and agents (collectively, Indemnified Parties) from and against any third-party claim, demand, suit or proceeding (“Claim”) to the extent arising from or related to:
    • Client’s or any User’s use of the Services in breach of this Agreement or applicable law;
    • any breach by Client of its confidentiality obligations;
    • the content, accuracy or nature of any Input, Client Data, or other materials provided by Client;
    • any allegation that Client Data, Input, or other materials infringe, misappropriate, or violate any third party’s intellectual property, privacy, or other rights;
    • any Input, Client Data, or other material provided by Client that contravenes applicable law or terms and conditions; and
    • Client’s failure to obtain any necessary licences, permits, consents or approvals for submission of Input and Client Data.
  2. The Client shall pay all damages, costs and reasonable attorneys’ fees finally awarded against the Indemnified Parties, or amounts agreed in a settlement approved in writing by the Company.
  3. The Company (as Indemnifying Party) shall defend, indemnify and hold harmless the Client and its affiliates, and each of their directors, officers, employees and agents (collectively, Indemnified Parties) from and against any Claim alleging that the Service, as provided by the Company and used by Client in accordance with this Agreement and other applicable terms and policies, infringes a third party’s patent, copyright or trademark, or misappropriates a third party’s trade secret. The Company’s indemnification obligations under this Agreement cover direct damages, costs, and expenses actually incurred in connection with a covered Claim, and expressly exclude any indirect, consequential, special, or punitive damages, including lost profits or revenue, whether or not such damages were foreseeable.
  4. If the Service becomes, or in the Company’s reasonable opinion is likely to become, the subject of a Claim under Clause 16.3, the Company may, at its option: (a) modify or replace the Service to be non-infringing; (b) procure the right for Client to continue using the Service; or (c) if (a) and (b) are not commercially reasonable, terminate the affected subscriptions and refund to Client any prepaid, unused Fees for the remainder of the Term.
  5. The Company’s obligations under Clause 16.3 do not apply to Claims arising from: (i) Client Input or other materials; (ii) combinations of the Service with items not supplied by the Company; (iii) use of the Service not in accordance with Documentation or this Agreement; or (iv) modifications to the Service not made by the Company.
  6. The Indemnified Party must: (a) promptly notify the Indemnifying Party in writing of the Claim; (b) grant the Indemnifying Party sole control of the defence and settlement of the Claim (provided that any settlement unconditionally releases the Indemnified Party and does not impose any admission of liability or non-monetary obligation on it without consent); and (c) provide reasonable co-operation and assistance at the Indemnifying Party’s expense. The Indemnifying Party shall not settle any Claim on behalf of the Indemnified Party without its prior written consent where such settlement would impose payment or admission obligations on the Indemnified Party. The Indemnified Party may retain its own counsel at its own expense.
  7. Clauses 16.1 and 16.3 state each party’s entire liability and the other party’s exclusive remedy for the Claims described therein.

‍

Limitation of liability

  1. Except as expressly and specifically provided in the Agreement:
    • the Client assumes sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use, including but not limited to the Output. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or material provided to the Company by the Client in connection with the Services, or any actions taken by the Company at the Client's direction;
    • all warranties, representations, conditions, and all other terms of any kind whatsoever as to any matter whatsoever, including but not limited to the Output, the performance of the Service and the AI Monitoring System, to the fullest extent permitted by applicable law, excluded from this agreement;
    • notwithstanding, and in addition to, clause 17.1.2., the Company disclaims all implied warranties, including but not limited to, merchantability, fitness for a particular purpose, and title, non-infringement, accuracy, reliability;
    • the Client has no right to make or pass on any representation or warranty on behalf of the Company to any third party; and
    • the Services are provided to the Client on an "as is" and “as available” basis.
  2. Nothing in this agreement excludes the liability of the Company:
    • for death or personal injury caused by the Company’s negligence; or
    • for fraud or fraudulent misrepresentation.
  3. Subject to clause 17.1 and clause 17.2:
    • the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, for any loss of profits, loss of business, business interruption, or loss of business opportunity depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, exemplary, or consequential loss, costs, damages, charges or expenses or any other damage or loss whatsoever however arising under the Agreement, regardless if it was foreseeable; and
    • Except for its willful misconduct or gross negligence and indemnity obligations under clause 16.3, the Company’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall not exceed the Fees paid and payable by the Client for the Service during the twelve (12) months immediately preceding the event giving rise to liability.
    • Nothing in this agreement excludes or limits the liability of the Client for any indemnity, breach, infringement, or misappropriation of the Company’s or any third party’s intellectual property rights.
  4. The parties agree that these limitations reflect the allocation of risk under this Agreement and form an essential basis of the bargain between them.

‍

Disclaimers

  1. In addition to any other term in this Agreement, the Company disclaims all liability in relation to the following:
    • the Output or any conclusions, insights, recommendations, drawn thereof;
    • the suitability of the Services for the Client’s business and requirements;
    • the Service detecting all rogue or unusual behavior in AI systems, nor the Outputs, insights, or recommendations provided by the AI Monitoring System being accurate, or complete. The probabilistic nature of AI means that outputs may contain inaccuracies, errors, or omissions. The Client is solely responsible for evaluating and verifying any outputs provided by the Service before relying on them for business decisions or operations;
    • the Service interacting with, or depending on, third-party AI systems, platforms, or services. The Company disclaims any responsibility for failures, inaccuracies, or breaches arising from such third-party systems, including any Input or other content uploaded by the Client that was generated in contravention of third-party terms; and
    • the Client’s non-compliance with legal or regulatory requirements, including any restrictions imposed on the Client about using the Company’s Service.
  2. The Client acknowledges and agrees that the Service may contain defects, errors, or other limitations, and the Company makes no representations regarding the Service’s availability, or functionality. The Company makes no guarantees regarding the accuracy, completeness, or reliability of the AI Monitoring System. Clients acknowledge that the Service may contain bugs, errors, or incomplete features.
  3. The insights or outputs provided by the Service may not always be accurate, and the Client shall not rely on such Output as the sole source of fact and/or as a substitute for professional advice or information and/or legal, financial, or professional advice. The Client should seek independent advice before making decisions based on the Service’s outputs.

‍

Term, termination, and suspension

  1. This agreement shall commence on the earlier of:
    • The Client accepts these Terms as provided in clause 1, or
    • The start date of the Service as indicated by the Company in the Order Form, and shall continue until the end date as notified by the Company unless terminated earlier, subject to the survival of certain terms in accordance with this Agreement.
  2. The Company reserves the right to terminate the Client’s access to the Service at any time upon written notice with immediate effect. The Client may also terminate participation at any time by providing written notice to the Company.
  3. On termination of this agreement for any reason:
    • All licenses granted under this Agreement shall terminate immediately upon termination, and the Client shall promptly cease all use of the Services. However, any licences granted for the duration of intellectual property rights, including the Client’s license to the Company to use the Input or Feedback (if ownership assignment fails based on clause 14), shall continue for the duration of such intellectual property rights or indefinitely, respectively;
    • each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party, save for the Company’s right to continue using the Input for the duration of relevant intellectual property rights; and
    • any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
  4. Any provisions of these Terms that, by their nature, should survive termination—including but not limited to clauses related to proprietary rights (clause 14), liability limitation (clause 17), indemnification (clause 16), confidentiality (clause 15), export control and sanction compliance (clause 20), governing law (clause 29) and jurisdiction (clause 30)—shall remain in full force and effect.

‍

Export Control and Sanction Compliance

  1. The Client shall use the Service in compliance with all applicable export control, re-export, anti-boycott, and economic sanctions laws and regulations, including those administered by the European Union, United Kingdom, and United States (together, “Trade Laws”).
  2. The Client represents and warrants that neither it nor any User granted access to the Service is: (a) listed on, or owned or controlled (directly or indirectly) by any person listed on, applicable restricted party lists (including but not limited to the EU Consolidated List, UK HMT Consolidated List, and US OFAC SDN and BIS Entity and Denied Persons Lists); (b) located in, organised under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction; or (c) using the Service for any prohibited end-use under Trade Laws.
  3. The Company may conduct reasonable screening and implement technical and organisational controls to comply with Trade Laws. The Company has no obligation to provide, and may suspend or withhold the Service (or any portion thereof) if providing it would breach Trade Laws or if screening indicates a restriction applies.
  4. Where legally permissible, the Company will provide written notice of any suspension or withdrawal under this Clause. The Company shall have no liability for any unavailability or termination resulting from compliance with Trade Laws.
  5. The Client shall indemnify the Company against losses, fines, penalties, and costs arising from the Client’s breach of this Clause 20.

‍

Beta Features

  • From time to time, the Company may make experimental, alpha, or beta features, components, or services (“Beta Features and Services”) available to the Client for evaluation and testing purposes at no charge. Beta Features are optional and provided solely for testing and feedback.
  • The use of any Beta Features and Services shall be subject to this Agreement and to the Company’s Beta Agreement (HYPERLINK), which supplements and governs Beta Features and Services. Notwithstanding anything to the contrary in this Agreement, Client acknowledges that access to or use of any Beta Features constitutes Client’s acceptance of the Beta Agreement (HYPERLINK), which governs such Beta Features and Services, and prevails over this Agreement solely with respect to the Beta Features and Services.
  • Beta Features are provided “as is” and “as available,” may contain defects, and are not guaranteed to be made generally available. The Company disclaims all warranties, express or implied, for Beta Features and shall have no liability for their performance or results.
  • The Company may modify, suspend, or terminate any Beta Feature at any time without notice or liability. Upon termination, all access to Beta Features shall immediately cease.

‍

Force majeure

The Company shall have no liability to the Client under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, pandemics, endemics, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.

‍

Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

‍

Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

‍

Severance

  • If any provision or part-provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
  • If any provision or part-provision of this agreement is deemed deleted under clause 25.1. the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

‍

Assignment

  • The Client shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this agreement.
  • The Company may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this agreement.

‍

No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

‍

Notices

  • Any notice required to be given under the Agreement shall be in writing and shall be delivered by email to the other party's email address as provided by the Client to the Company and as it appears on the Company’s website.
  • A notice sent by email shall be deemed to have been received at the time of transmission.

‍

Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of Cyprus.

‍

Jurisdiction

Each party irrevocably agrees that the courts of the Republic of Cyprus shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

‍

Last updated: 12/9/2025

‍