Last updated: November 15, 2025
These Terms of Service ("Terms") govern your access to and use of SECL Group Corporation's AI-powered services, including our website, applications, and related services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.
Definitions.
· "Services" means SECL Group Corporation's AI-powered services, including our website, applications, software, APIs, and related services, as described in these Terms.
· "Affiliate" means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity's management.
· "Amendment" is defined in Section 22.5 (Amendments).
· "Attachments" means any AUP, Security Measures, SLA, Support Policy or other policies specified in the Provider-Specific Terms.
· "Cloud Service" means Provider's proprietary software as a service (SaaS) or cloud service as identified in the applicable Order. The Cloud Service includes the Provider Software and Documentation but not Professional Services deliverables or Third-Party Platforms.
· "Confidential Information" means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies to recipient as "confidential" or "proprietary" or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Provider's Confidential Information includes technical or performance information about the Cloud Service, and Customer's Confidential Information includes Customer Data.
· "Courts" is defined in Section 22.2 (Governing Law and Courts).
· "Customer" means the party identified as "Customer" in the applicable Order.
· "Content" or "Your Content" means any data, text, images, information, or other materials that you submit, upload, or provide to the Services.
· "Customer Materials" means materials and resources that Customer makes available to Provider in connection with Professional Services.
· "Data Protection Addendum" or "DPA" is defined in Section 4.3 (DPA).
· "Documentation" means Provider's standard usage documentation for the Cloud Service.
· "Force Majeure" means an unforeseen event beyond a party's reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event's effects.
· "Governing Law" is defined in Section 22.2 (Governing Law and Courts).
· "High-Risk Activities" means activities where use or failure of the Cloud Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.
· "Laws" means all laws, regulations, rules, court orders or other binding requirements of a government authority that apply to a party.
· "Open Source" is defined in Section 22.12.
· "Order" means an order by Customer for a Subscription that is entered into by the parties through the Website (including through an online flow) or separate written agreement referencing this Agreement.
· "Professional Services" means training, migration or other professional services that Provider furnishes to Customer related to the Cloud Service.
· "Provider" means SECL Group Corporation, the party providing the Cloud Service.
· "Provider Software" means any proprietary apps or software that Provider distributes to Customer as part of the Cloud Service.
· "Security Measures" is defined in Section 4 (Security).
· "Sensitive Data" means (a) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) ("HIPAA"), (b) credit, debit, bank account or other financial account numbers, (c) social security numbers, driver's license numbers or other government ID numbers and (d) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation.
· "Service Level Agreement" or "SLA" is defined in Section 6.2 (SLA).
· "Statement of Work" means a statement of work for Professional Services that is signed by the parties and references this Agreement.
· "Subscription" means the right for Customer to access the Cloud Service and any related Support as described in the applicable Order.
· "Subscription Term" means the term for a Subscription as identified in the Order.
· "Support" means support for the Cloud Service as described in Section 6 (Support).
· "Support Policy" is defined in Section 6.1 (Support).
· "Suspension Event" is defined in Section 14 (Suspension).
· "Third-Party Platform" means any product, add-on or platform not provided by Provider that Customer uses with the Cloud Service.
· "Trials and Betas" mean access to the Cloud Service on a free or trial basis or to particular features designated by Provider as "beta" or "early access".
· "Usage Data" means Provider's technical logs, data and learnings about Customer's use of the Cloud Service, but excluding Customer Data.
· "User" or "you" means any individual or entity that accesses or uses the Services, including authorized users under a Customer account.
· "Virus" means viruses, malicious code or similar harmful materials.
· "Website" means the Internet site at https://aimapy.com/ or other online mechanism through which SECL Group Corporation makes available Subscriptions to its Cloud Service.
· "Output" means the content, responses, recommendations, or other materials generated by the Services in response to your inputs or queries.
· "Feedback" means any suggestions, comments, ideas, improvements, or other feedback you provide to SECL Group Corporation regarding the Services.
1. Registration and Access
1.1. The Agreement. Customer and SECL Group Corporation agree to the terms of these Standard Online Cloud Terms (Version 1.0) (“Standard Terms”) and enter into this Agreement effective upon the earlier to occur of Customer’s first access to the AI Service or entry into an Order (“Effective Date”). “Agreement” means, collectively, these Standard Terms, the Provider-Specific Terms and any Amendments. Capitalized terms are defined in context or in Section Definitions.
1.2. SECL Group Corporation-Specific Terms. Provider may, by stating as such when it incorporates these Standard Terms into the Agreement on its Website, (i) add introductory language ("Introductory Language"), (ii) make additions to or modifications of these Standard Terms ("Additional Terms") or (iii) add Attachments. Any Introductory Language, Additional Terms and Attachments are collectively referred to as “Provider-Specific Terms”.
1.3. Order of Precedence. In the event of a conflict between the elements of the terms and conditions making up this Agreement, the order of precedence is: (i) any Amendment, (ii) Provider-Specific Terms and (iii) these Standard Terms.
2. Using the AI Service
1. Permitted Use. Subject to this Agreement, Customer may use the AI Service for its own business purposes in accordance with its Subscription (“Permitted Use”). This includes the right to copy and use the Provider Software (if any) and Documentation as part of Customer’s Permitted Use. Customer will comply with the Documentation in using the AI Service
2. Users. Customer may permit Users to use the AI Service on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the AI Service and for their compliance with this Agreement. Customer will ensure that Users keep their login credentials confidential and will promptly notify Provider upon learning of any compromise of User accounts or credentials.
3. Affiliates. Customer’s Affiliates may serve as Users under this Agreement. Alternatively, Customer’s Affiliates may enter into their own Orders as mutually agreed with Provider, which creates a separate agreement between each such Affiliate and Provider incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s separate agreement with Provider, and breach or termination of any such separate agreement affects only that agreement.
3. User Registration and Accounts.
1. Registration Requirements. To access the AI Service Customer must create an account by providing accurate and complete registration information, including a valid email address and password. Customer agrees to keep its registration information current and accurate at all times.
2. Account Security. Customer is responsible for maintaining the confidentiality of its account credentials, including usernames and passwords. Customer will immediately notify SECL Group Corporation of any unauthorized use of its account or any other breach of security. SECL Group Corporation will not be liable for any loss or damage arising from Customer's failure to protect its account credentials.
3. Account Types. SECL Group Corporation offers the following account types:
a. Free Account (Freemium). Customer may access limited features of the AI Service at no charge, subject to a maximum limitation of 15 objects per trip and 3 trips. Free Accounts may have reduced functionality and are provided on an "as available" basis.
b. Monthly Subscription. Customer may subscribe to a monthly paid plan that provides access to enhanced features and removes the 15 objects per trip and 3 trips limitation, as described in Section 13 (Fees).
c. Annual Subscription. Customer may subscribe to an annual paid plan that provides access to enhanced features and removes the 15 objects per trip and 3 trips limitation, as described in Section 13 (Fees).
4. Account Termination. SECL Group Corporation reserves the right to suspend or terminate any account that violates this Agreement or is inactive for an extended period, as determined by SECL Group Corporation in its sole discretion.
4. Data Protection and Security
Data Protection Addendum: Although SECL Group Corporation is a US-based legal entity, we comply with GDPR standards for EU users. We store all data securely and maintain compliance with applicable EU data protection requirements.
Security Measures: Provider implements the following security measures to protect Customer Data:
○ AES-256 encryption for databases and file storage
○ Backup encryption
○ TLS 1.2/1.3 for all connections (HTTPS, API)
○ HSTS protection against sniffing
○ Password hashing using Argon2id, bcrypt, or PBKDF2 with salt
○ Daily automatic backup of databases and configurations
○ Backup retention of at least 30 days
○ Security event logs retained for at least 90 days
○ Full compliance with GDPR standards
4.1 Use of Customer Data. Subject to this Agreement, Provider will access and use Customer Data solely to provide and maintain the AI Service Support and Professional Services under this Agreement (“Use of Customer Data”). Use of Customer Data includes sharing Customer Data as Customer directs through the AI Service but Provider will not otherwise disclose Customer Data to third parties except as permitted in this Agreement.
4.2 Security. Provider will implement and maintain the Security Measures, if any, identified in the Provider-Specific Terms. If no Security Measures are identified, Provider will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data.
4.3 DPA. The parties will adhere to the Data Protection Addendum (DPA), if any, identified in the Provider-Specific Terms.
4.4 Usage Data. Provider may collect Usage Data and use it to operate, improve and support the AI Service and for other lawful business purposes, including benchmarking and reports. However, Provider will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Customer, its Users or any other person and (b) aggregated with data across other customers.
5. Mutual Compliance with Laws. Each party will comply with all Laws that apply to its performance under this Agreement.
6. Service Level and Support
Support Hours: Support is available from 10:00–18:00 CET.
Service Level Agreement: Provider commits to 99.9% uptime for the AI Service
6.1. Support. Provider will provide Support for the AI Service as described in any Support Policy identified in the Provider-Specific Terms.
6.2. SLA. Provider will adhere to any Service Level Agreement (SLA) identified in the Provider-Specific Terms.
7. Limited Warranties
7.1. Mutual Warranties. Each party represents and warrants that:
(a) it has the legal power and authority to enter into this Agreement, and
(b) it will use industry-standard measures to avoid introducing Viruses into the AI Service
7.2. Performance Warranty.
(a) Scope. Provider warrants that the AI Service will perform materially as described in the Documentation and Provider will not materially decrease the overall functionality of the AI Service during the Subscription Term (the “Performance Warranty”).
(b) Claim Report. Customer must report a breach of warranty in reasonable detail (“Claim”) within 30 days after discovering the issue in the AI Service (“Claim Period”).
(c) Remedy. Within 30 days of receiving a verified Claim during the Claim Period (“Fix Period”), Provider will use reasonable efforts to correct or provide a reasonable workaround (“Fix”) for the Claim. If Provider fails to provide a Fix during the Fix Period, either party may on notice to the other terminate the Order as it relates to the nonconforming AI Service and Provider will refund to Customer any prepaid, unused fees for the terminated portion of the Subscription Term.
(d) The procedures set forth in this Section 7.2 are Customer’s exclusive remedies and Provider’s sole liability for breach of the Performance Warranty.
7.3. Disclaimers. Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Provider’s warranties in this Section 6 do not apply to issues arising from Third-Party Platforms or misuse or unauthorized modifications of the AI Service These disclaimers apply to the full extent permitted by Law.
8. Use Policies
You may not use the Services in any way that violates applicable laws or regulations, infringes or violates the rights of others, or is harmful to others, the Services, or SECL Group Corporation. Prohibited uses include but are not limited to:
8.1. Illegal Activity. You may not use the Services to engage in, promote, or facilitate illegal activities, including but not limited to: fraud, trafficking, exploitation, or the sale of illegal goods or services (such as drugs, weapons, or counterfeit goods).
8.2. Malware and Security Threats. You may not use the Services to develop, distribute, or facilitate malware, ransomware, viruses, or other harmful code, or to conduct security attacks, penetration testing without authorization, or attempts to circumvent security measures.
(a) will not use the AI Service for High-Risk Activities,
(b) will not submit Sensitive Data to the AI Service and
(c) acknowledges that the AI Service is not designed for (and Provider has no liability for) use prohibited in this Section 8.
(d) Competitive Use. You may not use the Services to develop competing products or services, including using output from the Services to train machine learning models that compete with SECL Group Corporation's Services.
(e) Privacy Violations. You may not use the Services to violate the privacy of others, including unauthorized collection, disclosure, or processing of personal information, or surveillance without consent.
(f) Harmful or Abusive Content. You may not use the Services to create, share, or promote content that is hateful, harassing, violent, sexually explicit (except where legally permitted and appropriately disclosed), or that exploits or harms children.
(g) Deceptive Practices. You may not use the Services to generate or distribute false, misleading, or deceptive content, including disinformation, spam, fraudulent schemes, impersonation, or content designed to manipulate or deceive others.
8.3. Restrictions. Customer will not and will not permit anyone else to: (a) sell, sublicense, distribute or rent the AI Service (in whole or part), grant non-Users access to the AI Service or use the AI Service to provide a hosted or managed service to others, (b) reverse engineer, decompile or seek to access the source code of the AI Service except to the extent these restrictions are prohibited by Laws and then only upon advance notice to Provider, (c) copy, modify, create derivative works of or remove proprietary notices from the AI Service (d) conduct security or vulnerability tests of the AI Service interfere with its operation or circumvent its access restrictions or (e) use the AI Service to develop a product that competes with the AI Service
9. Third-Party Platforms. To the extent offered by Provider, Customer may choose to enable integrations or exchange Customer Data with Third-Party Platforms. Customer’s use of a Third-Party Platform is governed by its agreement with the relevant provider, not this Agreement, and Provider is not responsible for Third-Party Platforms or how their providers use Customer Data.
10. Disclaimers and Limitations on AI Output
10.1. No Warranty on AI Output. The services use artificial intelligence and machine learning technologies that are not perfect and may generate output that is inaccurate, incomplete, outdated, biased, or inappropriate. you acknowledge and agree that ai-generated output is provided for informational purposes only and should not be relied upon as a substitute for professional advice, human judgment, or independent verification..
10.2. Accuracy and Reliability. SECL Group Corporation makes no representations, warranties, or guarantees regarding the accuracy, completeness, reliability, currentness, quality, or suitability of any output generated by the services. output may contain errors, inaccuracies, omissions, fabricated information ("hallucinations"), or outdated information. the services are not designed to provide, and should not be used for, critical decisions without human review.
10.3. Your Responsibility. You are solely responsible for evaluating, verifying, and validating all output before relying on it or using it for any purpose. you should independently confirm all information, especially for important decisions such as legal, financial, medical, safety, or professional matters. you assume all risks associated with your use of the services and any output..
10.4. No Liability for Output. To the maximum extent permitted by law, secl group corporation shall not be liable for any errors, inaccuracies, omissions, or defects in output, or for any decisions made, actions taken, or losses incurred in reliance on output. this limitation applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise.
10.5 Changes to AI-Generated Content. AI-Generated Content may change over time as the underlying algorithms, data sources, and models are updated. SECL Group Corporation reserves the right to modify, update, or discontinue any AI-Generated Content at any time without notice.
11. Google Maps Integration.
11.1. Use of Google Maps. The Cloud Service integrates with and utilizes Google Maps API and related mapping data and services provided by Google LLC ("Google Maps Services"). Customer's use of Google Maps Services through the Cloud Service is subject to the Google Maps/Google Earth Additional Terms of Service available at https://maps.google.com/help/terms_maps/ and Google's Privacy Policy available at https://www.google.com/policies/privacy/.
11.2. Compliance with Google Terms. Customer agrees to comply with all applicable Google Maps usage policies and terms of service. Customer will not use Google Maps Services in any manner that violates Google's terms or applicable Laws. Any restrictions or limitations imposed by Google on the use of Google Maps Services are incorporated into this Agreement.
11.3. Google Maps Disclaimer. SECL Group Corporation does not own, control, or operate Google Maps Services. SECL Group Corporation makes no representations or warranties regarding the accuracy, completeness, reliability, or availability of Google Maps data or services. SECL Group Corporation is not responsible for any errors, interruptions, or changes to Google Maps Services, or for Google's collection, use, or disclosure of Customer Data in connection with Google Maps Services.
11.4. Third-Party Service. Google Maps Services are Third-Party Platforms as defined in Section 9 (Third-Party Platforms). SECL Group Corporation's obligations and liabilities with respect to Google Maps Services are limited as set forth in Section 9.
12. Professional Services. Provider will perform Professional Services as described in an Order or Statement of Work, which may identify additional terms or milestones for the Professional Services. Customer will give Provider timely access to Customer Materials reasonably needed for Professional Services, and Provider will use the Customer Materials only for purposes of providing Professional Services. Subject to any limits in an Order or Statement of Work, Customer will reimburse Provider’s reasonable travel and lodging expenses incurred in providing Professional Services. Customer may use code or other deliverables that Provider furnishes as part of Professional Services only in connection with Customer’s authorized use of the Cloud Service under this Agreement.
13. Fees and Payment
Pricing:
■ Monthly subscription: $19
■ Annual subscription: $59
■ Unlimited subscription: $199
13.1 Payment. Customer will pay the fees described in the Order or as set forth in this Section 13. Unless the Order states otherwise, all amounts are due within 30 days after the invoice date (the "Payment Period"). Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by Law, whichever is less.
13.2. Subscription Pricing and Billing.
a. Free Account. Free Accounts are provided at no charge and are limited to a maximum of 15 objects per trip and 3 trips. SECL Group Corporation may modify or discontinue Free Account features at any time without notice.
b. Monthly Subscription. Monthly Subscriptions are billed in advance on a monthly basis. The monthly subscription fee will be charged to Customer's designated payment method on the same day each month. Monthly Subscriptions provide 100 objects per trip and access to premium features as described in the Documentation.
c. Annual Subscription. Annual Subscriptions are billed in advance for a 12-month period. The annual subscription fee will be charged to Customer's designated payment method at the beginning of each annual term. Annual Subscriptions provide 100 objects per trip and access to premium features as described in the Documentation, typically at a discounted rate compared to monthly billing.
13.3. Taxes. Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than Provider’s income tax. Fees and expenses are exclusive of Taxes.
13.4. Payment Processing. Payment processing services are provided by third-party payment processors. By providing payment information, Customer agrees to the terms and conditions of such payment processors. SECL Group Corporation is not responsible for any errors or issues arising from payment processing services provided by third parties.
13.5. Payment Methods. SECL Group Corporation accepts payment by major credit cards (Visa, MasterCard, American Express, Discover) and other payment methods as may be offered through the Website. Customer authorizes SECL Group Corporation to charge all fees to Customer's designated payment method. Customer is responsible for providing current, complete, and accurate billing information and for updating such information if it changes.
13.6. Refund Policy. Except as expressly set out in this Agreement, all subscription fees are nonrefundable. SECL Group Corporation does not provide refunds or credits for partial months or years of service, or for periods in which Customer's account was inactive or underutilized. If Customer cancels an Annual Subscription before the end of the annual term, Customer will not receive a refund for the unused portion of the Subscription Term.
13.7. Cancellation Policy. Customer may cancel a Subscription at any time through the account settings on the Website or by contacting SECL Group Corporation's customer support. Cancellation will be effective at the end of the current billing cycle. Customer will continue to have access to the paid features through the end of the billing cycle for which Customer has paid.
13.8. Subscription Renewal. Subscriptions will automatically renew at the end of each billing cycle (monthly or annual) unless Customer cancels the Subscription prior to the renewal date. Customer authorizes SECL Group Corporation to charge the applicable subscription fee to Customer's designated payment method upon each renewal.
13.9. Payment Disputes. If Customer disputes an invoice in good faith, it will notify Provider within the Payment Period and the parties will seek to resolve the dispute over a 15-day discussion period. Customer is not required to pay disputed amounts during the discussion period, but will timely pay all undisputed amounts. After the discussion period, either party may pursue any available remedies.
14. Suspension. We may suspend your access to the Services immediately, with or without notice, if: (a) your account is 30 days or more overdue; (b) you breach Section 2 (Use Policies); (c) your use of the Services poses a risk of harm to the Services, other users, or third parties; or (d) we are required to do so by law. Where practicable, we will provide advance notice and an opportunity to remedy the issue. Once the issue is resolved to our satisfaction, we will promptly restore your access.
15. Term, Termination, and Suspension
15.1. Term. These Terms commence when you first access or use the Services and continue until terminated by either party as set forth in this Section.
15.2. Termination by You. You may terminate these Terms at any time by discontinuing your use of the Services and closing your account. If you have a paid subscription, cancellation will be effective at the end of your current billing period, and you will not receive a refund for any unused portion unless otherwise required by law.
15.3. Termination or Suspension by Us. We may suspend or terminate your access to the Services at any time, with or without notice, for any reason, including if: (a) you breach these Terms or our Use Policies; (b) your use of the Services poses a security risk or could adversely impact our systems or other users; (c) you fail to pay applicable fees when due; (d) we are required to do so by law; or (e) we decide to discontinue the Services or material features thereof. We will provide reasonable advance notice of termination or suspension where practicable, except in cases of legal prohibition, emergency, or to prevent harm.
15.4. Data Export and Deletion.
a. During a Subscription Term, Customer may export Customer Data from the Cloud Service (or Provider will otherwise make the Customer Data available to Customer) as described in the Documentation.
b. After termination or expiration of this Agreement, within 60 days of request, Provider will delete Customer Data and each party will delete any Confidential Information of the other in its possession or control.
c. Nonetheless, the recipient may retain Customer Data or Confidential Information in accordance with its standard backup or record retention policies or as required by Law, subject to Section 4 (Security), Section 19 (Confidentiality) and any DPA.
15.5. Effect of Termination.
(a) Customer’s right to use the Cloud Service, Support and Professional Services will cease upon any termination or expiration of this Agreement, subject to this Section 12.
(b) The following Sections will survive termination or expiration of this Agreement: 4.4 (Usage Data), 7.3 (Disclaimers), 8 (Usage Policies), 13 (Fees and Payment) (for amounts then due), 13.3 (Taxes), 15.4 (Data Export and Deletion), 15.5 (Effect of Termination), 16 (Content and Intellectual Property Rights), 17 (Limitations of Liability), 18 (Indemnification), 19 (Confidentiality), 22 (General Terms) and Definitions.
(c) Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
16. Content and Intellectual Property Rights
16.1. Your Content. You retain ownership of any content you submit, upload, or provide to the Services ("Your Content"). By providing Your Content to the Services, you grant SECL Group Corporation a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, and display Your Content solely to: (a) provide, maintain, and improve the Services; (b) ensure safety and security; (c) comply with applicable laws; and (d) enforce these Terms. This license terminates when Your Content is deleted from our systems, except where retention is required by law or for legitimate business purposes.
16.2. AI-Generated Output. As between you and SECL Group Corporation, and to the extent permitted by applicable law, you own the output generated by the Services in response to your inputs ("Output"). SECL Group Corporation hereby assigns to you all its right, title, and interest in and to Output. You are responsible for Output, including ensuring that it does not violate any applicable law or these Terms. You may use Output for any lawful purpose, including commercial purposes, subject to the restrictions in these Terms.
16.3. Use of Content to Improve Services. We may use Your Content and Output to develop, improve, and train our Services and models, including for safety, security, and compliance purposes. You may opt out of having Your Content used for model training by contacting us, though this will not apply to content used for safety, security, or legal compliance.
16.4. Similarity of Output. Due to the nature of artificial intelligence and machine learning, Output may not be unique and the Services may generate identical or similar output for other users. Other users may also have rights to their own output that is similar to yours. Our assignment of Output to you does not extend to output generated for other users.
16.5. Feedback. If Customer gives Provider feedback regarding improvement or operation of the Cloud Service, Support or Professional Services, Provider may use the feedback without restriction or obligation. All feedback is provided “AS IS” and Provider will not publicly identify Customer as the source of feedback without Customer’s permission.
17.Limitation of Liability
17.1. Disclaimer of Warranties. The services are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. SECL Group Corporation does not warrant that the services will be uninterrupted, error-free, secure, or free from viruses or other harmful components.
17.2. Limitation on Indirect Damages. To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or related to these terms or the services, even if advised of the possibility of such damages.
17.3. Aggregate Liability Cap. To the maximum extent permitted by law, SECL Group Corporation's total aggregate liability arising out of or related to these terms or the services shall not exceed the greater of: (a) the amounts paid by you to SECL Group Corporation in the twelve (12) months preceding the event giving rise to liability, or (b) one hundred dollars ($100).
17.4. Exceptions to Limitations. The limitations in this Section do not apply to: (a) either party's indemnification obligations under Section 18 (Indemnification); (b) either party's breach of confidentiality obligations (except for breaches related to Customer Data, which remain subject to the Enhanced Cap); (c) either party's infringement or misappropriation of the other party's intellectual property rights; or (d) liabilities that cannot be limited under applicable law (including fraud, gross negligence, or willful misconduct).
17.5. Liability Definitions.
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“Enhanced Cap” means three times (3x) the General Cap. “Enhanced Claims” means Provider’s breach of Section 4.2 (Security) or either party’s breach of Section 4.3 (DPA). “General Cap” means amounts paid or payable by Customer to Provider under this Agreement in the 12 months immediately preceding the first incident giving rise to liability. “Uncapped Claims” means (a) the indemnifying party’s obligations under Section 18 (Indemnification), (b) either party’s infringement or misappropriation of the other party’s intellectual property rights, (c) any breach of Section 19 (Confidentiality), excluding breaches related to Customer Data and (d) liabilities that cannot be limited by Law. |
18. Indemnification.
18.1. Customer Responsibility. Customer understands and agrees that the Service is an AI-based system and may produce inaccurate or incomplete results. Customer is solely responsible for any claims, damages, or costs arising from their use of the Service. Provider shall have no obligation to defend, indemnify, or hold harmless Customer under any circumstances..
18.2. No Provider Liability. Provider makes no representations or warranties regarding the accuracy, reliability, or suitability of the Service. Customer assumes all risk related to decisions made or actions taken based on the Service.
18.3. Mutual Understanding. Both parties acknowledge that the Service is provided “as-is,” and Customer accepts full responsibility for any consequences resulting from its use.
19. Confidentiality.
19.1. Use and Protection. As recipient, each party will (a) use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement, (b) not disclose Confidential Information to third parties without the discloser’s prior approval, except as permitted in this Agreement and (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care.
19.2. Permitted Disclosures.
(a) Personnel. The recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Provider, the subcontractors), provided it remains responsible for their compliance with this Section 19 and they are bound to confidentiality obligations no less protective than this Section 19.
(b) Required by Law. The recipient may disclose Confidential Information (including Customer Data) to the extent required by Law. If permitted by Law, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.
19.3. Exclusions. These confidentiality obligations do not apply to information that the recipient can document (a) is or becomes public knowledge through no fault of the recipient, (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.
19.4 Marketing Use of Trips. Notwithstanding the confidentiality obligations in this Section 19, Provider may disclose Trips — interactive chats containing messages, maps, routes, and other travel-related content — for marketing, promotional, or public demonstration purposes. Customer agrees that such disclosed Trips will be considered publicly available content and that these disclosures do not violate confidentiality obligations.
20. Publicity. Neither party may publicly announce this Agreement without the other party’s prior approval or except as required by Laws.
21. Trials and Betas. Use of Trials and Betas is permitted only for Customer’s internal evaluation during the period designated by Provider on the Order (or if not designated, 30 days). Either party may terminate Customer’s use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features never released. Notwithstanding anything else in this Agreement, Provider offers no warranty, indemnity, SLA or Support for Trials and Betas and its liability for Trials and Betas will not exceed US$100.
22. General Terms.
22.1. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement, with notice to the other party, in connection with the assigning party’s merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
22.2. Governing Law and Courts.
(a) The Governing Law governs this Agreement and any action arising out of or relating to this Agreement, without reference to conflict of law rules. The parties will adjudicate any such action in the Courts and each party consents to the exclusive jurisdiction and venue of the Courts for these purposes.
(b) Unless otherwise specified in the Provider-Specific Terms, the Governing Law is the laws of the State of Delaware and the Courts are the federal and state courts located in the State of Delaware.
22.3. Notices.
(a) Except as set out in this Agreement, notices, requests and approvals under this Agreement must be in writing to the addresses specified by Provider and Customer and will be deemed given: (1) upon receipt if by personal delivery, (2) upon receipt if by certified or registered U.S. mail (return receipt requested), (3) one day after dispatch if by a commercial overnight delivery service or (4) upon delivery if by email.
(b) Provider and Customer will each initially specify their notice address through the Order process (or, in the case of Provider, in the Provider-Specific Terms) and either party may update its address with notice to the other. Provider may also send operational notices through the Cloud Service.
22.4. Entire Agreement.
(a) This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Excluding Orders, terms in business forms, purchase orders or quotes used by either party will not amend or modify this Agreement; any such documents are for administrative purposes only. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement. An Order may not modify any other part of this Agreement unless the Order specifically identifies the provisions that it supersedes.
22.5. We may update or modify these Terms at any time by posting the revised Terms on our website. Significant changes may also be communicated to you by email. Your continued use of the website after such updates constitutes your acceptance of the revised Terms.
22.6. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
22.7. Force Majeure. Neither party is liable for a delay or failure to perform this Agreement due to a Force Majeure. If a Force Majeure materially adversely affects the Cloud Service for 15 or more consecutive days, either party may terminate the affected Order(s) upon notice to the other and Provider will refund to Customer any prepaid, unused fees for the terminated portion of the Subscription Term. However, this Section does not limit Customer’s obligations to pay fees owed.
22.8. Subcontractors. Provider may use subcontractors and permit them to exercise its rights and fulfill its obligations, but Provider remains responsible for each subcontractor’s compliance with this Agreement and for Provider’s overall performance under this Agreement. This does not limit any additional terms for subprocessors under a DPA.
22.9. Export. Each party (a) will comply with all export and import Laws in performing this Agreement and (b) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or designated by the U.S. government as a “terrorist supporting” country. Customer will not submit to the Cloud Service any data controlled under the U.S. International Traffic in Arms Regulations.
22.10. Government Rights. To the extent applicable, the Cloud Service is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 and DFARS 227.7202. Use, reproduction, release, modification, disclosure or transfer of the Cloud Service is governed solely by the terms of this Agreement, and all other use is prohibited.
23. Dispute Resolution and Arbitration.
23.1. Informal Dispute Resolution. Before filing a claim, each party agrees to try to resolve the dispute informally by contacting the other party. SECL Group Corporation can be reached at the contact information provided on our website. We will attempt to resolve the dispute informally within sixty (60) days. If the dispute is not resolved within that time, either party may initiate formal proceedings.
23.2. Governing Law. These Terms and any disputes arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
23.3. Jurisdiction and Venue. Subject to the arbitration provisions below, any legal action or proceeding arising out of or related to these Terms or the Services shall be brought exclusively in the courts located in the State of Delaware, and each party irrevocably consents to the personal jurisdiction and venue of such courts.
23.4. Arbitration Agreement. For any dispute not resolved informally, you and SECL Group Corporation agree that any claim, dispute, or controversy arising out of or relating to these Terms or the Services (except for disputes related to intellectual property rights or injunctive relief) shall be resolved by binding arbitration administered by a recognized arbitration organization, rather than in court. Arbitration uses a neutral arbitrator instead of a judge or jury and is subject to limited review by courts.
23.5. Class Action Waiver. To the extent permitted by law, you and SECL Group Corporation agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Unless both parties agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding.