Terms of Service

1. Acceptance

By accessing the ARIAA platform, executing an Order Form, or using any ARIAA-branded API, dashboard, or deliverable (collectively, the Platform), you — on behalf of the entity you represent (the Customer) — agree to these Terms of Service and to any Order Form, Data Processing Addendum, or SOW incorporated by reference. If you do not have authority to bind the Customer, do not use the Platform.

2. Closed-source, Proprietary

The Platform, including all engines, domain packs, calibration records, methodology, and wire protocols, is the proprietary closed-source work of ARIAA and its affiliates. Nothing in these Terms grants the Customer any licence to the Platform source code, internal models, training corpora, or any derivative of the engines. Reverse engineering, decompilation, and creation of competing engines from observed output are prohibited.

3. Licence grant

Subject to these Terms and the applicable Order Form, ARIAA grants the Customer a non-exclusive, non-transferable, non-sublicensable licence during the subscription term to access and use the Platform for the Customer's internal decision-support purposes and to integrate the Platform's outputs into its own systems under the scope agreed in the Order Form.

4. Restrictions

The Customer shall not, and shall not permit any third party to:

• Resell, sublicense, host, white-label, or otherwise commercialise the Platform or its outputs without written consent;
• Use the Platform to train, fine-tune, or benchmark any competing model or engine;
• Publish, open-source, or share Platform outputs in bulk for public consumption without attribution and ARIAA's written approval;
• Circumvent rate limits, access controls, authentication, or audit logging;
• Use the Platform in breach of applicable law, including export-control and sanctions regimes.

5. Customer data

Customer retains all rights in data the Customer submits. Customer grants ARIAA the rights necessary to operate the Platform on Customer's behalf, including processing, transmission, and storage. ARIAA does not sell Customer data and does not use Customer data to train generalised models absent a separate written opt-in. See the Data Processing Addendum for data-protection specifics.

6. Fees and taxes

Fees are set out in the Order Form and are non-refundable except where explicitly stated. All fees are exclusive of VAT, GST, ISS, PIS/COFINS, and other transaction taxes, which are the Customer's responsibility. Invoices are payable net 30 days unless otherwise agreed.

7. Warranties and disclaimers

ARIAA warrants that the Platform will be delivered with reasonable professional care and in conformance with the documentation in force at the time of the Order Form. Predictions, feasibility verdicts, and scenario outputs are probabilistic and are not guarantees of outcome. Except as expressly stated here, the Platform is provided “as is” and ARIAA disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

8. Limitation of liability

Except for breaches of Section 2 (Closed-source), Section 4 (Restrictions), indemnification obligations, and either party's gross negligence or wilful misconduct, each party's aggregate liability arising out of or related to these Terms is capped at the fees paid by Customer in the twelve months preceding the event giving rise to liability. In no event will either party be liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.

9. Indemnification

ARIAA will defend the Customer against third-party claims alleging that the Platform, as made available by ARIAA and used in accordance with these Terms, infringes such third party's intellectual property rights, and will pay amounts finally awarded or agreed in settlement. The Customer will defend ARIAA against third-party claims arising from the Customer's data, the Customer's use of the Platform in breach of these Terms, or the Customer's decisions taken on the basis of the Platform's output.

10. Term and termination

Subscriptions run for the term stated in the Order Form. Either party may terminate for the other's material breach uncured 30 days after written notice. Upon termination, the Customer's access ceases, ARIAA returns or deletes Customer data per the DPA, and Sections 2, 5, 7, 8, 9, 11, and 12 survive.

11. Confidentiality

Each party will protect the other's confidential information with the care it uses for its own comparable information, and no less than a reasonable standard. The Platform itself, including benchmarks, pricing, calibration records, and methodology descriptions, is ARIAA's confidential information.

12. Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. The courts of Toronto, Ontario have exclusive jurisdiction, except that ARIAA may bring an action in any court having jurisdiction to enforce its intellectual property rights. For Customers whose own mandatory local law overrides this clause (for example, regulated entities in the European Economic Area, United Kingdom, Switzerland, or Brazil), that local law applies to the extent it cannot be contracted around. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13. Contact

Legal and commercial notices: marko@intellimento.com. Security disclosures: marko@intellimento.com (see also /security).