Terms of Service

1. Acceptance of Terms

By accessing or using ProaktiveAI's services, website, or AI OS platform, you agree to be bound by these Terms of Service ("Terms"). If you are using the services on behalf of a company or organization, you represent that you have authority to bind that entity to these Terms.

If you do not agree to these Terms, do not use our services.

2. Description of Services

ProaktiveAI provides AI-powered business intelligence solutions, including:

• AI OS installation and configuration
• AI Employee deployment and management
• AI workflow automation
• Memory systems and knowledge management
• Associated consulting and support

We refer to all of the above collectively as the "Services."

3. Account Registration

• You must provide accurate, complete information when creating an account
• You are responsible for maintaining the confidentiality of your login credentials
• You must notify us immediately of any unauthorized access
• You agree that all activity under your account is your responsibility

We reserve the right to suspend or terminate accounts that violate these Terms.

4. Acceptable Use

You agree NOT to use our Services to:

• Violate any applicable law, regulation, or third-party rights
• Upload illegal, harmful, or infringing content to AI OS systems
• Use the Services to build competing products or services
• Attempt to reverse engineer, copy, or extract proprietary AI components
• Share access credentials with unauthorized parties
• Use the Services to send spam, malware, or phishing content
• Circumvent any security controls or rate limits

5. Data & Intellectual Property

Your Data

• You retain all ownership rights to data you upload to ProaktiveAI systems
• You grant us a limited license to process your data solely to deliver the Services
• We do not use your data to train public AI models without your explicit written consent

ProaktiveAI IP

• All software, architecture, frameworks, prompts, and methodologies developed by ProaktiveAI remain our intellectual property
• You receive a non-exclusive, non-transferable license to use our platform during your active subscription
• You may not sublicense, sell, or redistribute ProaktiveAI technology

Client Deliverables

Custom configurations, automations, and integrations built specifically for you are yours to use during your subscription term. Upon termination, ProaktiveAI retains the right to use anonymized, aggregated learnings from your implementation.

6. Service Levels & Availability

• We target 99.9% uptime for core AI OS services (excluding scheduled maintenance)
• We will provide 48 hours' notice for planned maintenance when possible
• We are not liable for downtime caused by third-party integrations, force majeure events, or client-side infrastructure failures
• SLA details are defined in your specific service agreement

7. Fees, Billing & Payment

• All fees are as described on our pricing page or in your signed service agreement
• Monthly plans are billed in advance; annual plans are billed annually
• All fees are non-refundable after the contract start date, except as described in our 60-day guarantee
• We reserve the right to change pricing with 30 days' written notice
• Overdue payments accrue interest at 1.5% per month

8. Confidentiality

Both parties agree to keep confidential:

• Trade secrets, business strategies, and proprietary information
• Customer data, pricing, and contract terms
• Internal communications and documentation

Confidentiality obligations survive for 3 years after termination of the agreement.

9. Warranties & Disclaimers

We warrant that:

• We will perform Services in a professional and workmanlike manner
• We have the right to provide the Services
• Our platform does not knowingly infringe third-party intellectual property

We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

You warrant that:

• You have the right to share any data you upload to our systems
• Your use of the Services does not violate any applicable law

10. Limitation of Liability

To the maximum extent permitted by law:

• ProaktiveAI's total liability is limited to fees paid by you in the 12 months prior to the claim
• We are not liable for indirect, incidental, consequential, special, or punitive damages (including lost profits, lost revenue, or data loss)
• This limitation applies regardless of the form of action (contract, tort, or otherwise)

Some jurisdictions do not allow these limitations — if you are in such a jurisdiction, these limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless ProaktiveAI and its officers, employees, and agents from any third-party claims, damages, or expenses (including legal fees) arising from:

• Your violation of these Terms
• Your misuse of the Services
• Your violation of any law or third-party rights
• Your data or content

12. Termination

By You:

• Monthly plans: Cancel anytime with 30 days' written notice
• Annual plans: No refund after 60 days from start date

By ProaktiveAI:

We may suspend or terminate your account immediately if you violate these Terms, fail to pay, or pose a security risk.

Upon Termination:

• Your AI OS data will be retained for 30 days, then deleted (upon request)
• Your obligation to pay accrued fees survives termination
• Confidentiality and indemnification obligations survive

13. Force Majeure

Neither party is liable for failures caused by events beyond reasonable control, including natural disasters, government actions, war, riots, strikes, internet service failures, and third-party platform outages.

14. Dispute Resolution

Any dispute arising from these Terms or your use of the Services shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, either party may pursue mediation or binding arbitration in Maryland, USA. The prevailing party in any arbitration or litigation is entitled to recover reasonable attorney fees.

15. Modifications to Terms

We may update these Terms at any time. Material changes will be communicated via email or a notice on our website. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

16. Governing Law

These Terms are governed by the laws of the State of Maryland, USA, without regard to conflict of law principles.

17. Contact

ProaktiveAI LLC
Email: legal@proaktiveai.com
Website: proaktiveai.com