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Terms of Service

Last Updated: November 1, 2025

1. Acceptance of Terms

By accessing or using Enscribe ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Service.

These Terms constitute a legally binding agreement between you (either an individual or an entity) and Enscribe regarding your use of the Service.

2. Service Description

Enscribe provides profile-driven semantic embedding and search services, including:

• Conversational configuration of embedding profiles via the Embed-Agent
• Embedding generation with multi-layer semantic strategies
• Unified search and retrieval with bidirectional schema coherence
• Eval-native quality assurance and evolution
• Deterministic usage metering and billing

Service Availability: The Service is planned to launch in Q2 2026. These terms will become effective upon your account creation and acceptance at that time.

3. Eligibility

To use the Service, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Comply with all applicable laws in your jurisdiction
• Not be located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country

4. Account Registration and Security

4.1 Account Creation

You must create an account to use the Service. You agree to:

• Provide accurate, current, and complete information
• Maintain and update your information to keep it accurate
• Maintain the security of your password and account
• Notify us immediately of any unauthorized access

4.2 Account Responsibility

You are responsible for all activities that occur under your account. We are not liable for any loss or damage arising from unauthorized use of your account.

5. Usage Rights and Restrictions

5.1 License Grant

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.

5.2 Restrictions

You may not:

• Reverse engineer, decompile, or disassemble the Service
• Use the Service to violate any laws or regulations
• Interfere with or disrupt the Service or servers
• Attempt to gain unauthorized access to any part of the Service
• Use the Service to transmit malware, viruses, or harmful code
• Resell or redistribute the Service without authorization
• Use the Service to compete with Enscribe or build a similar product
• Scrape, crawl, or extract data from the Service using automated means

6. Your Content and Data

6.1 Ownership

You retain all rights to your content. Content you upload, embed, or process through the Service remains your property.

6.2 License to Us

You grant us a limited license to process, store, and transmit your content solely to provide the Service. We will not:

• Use your content to train models without explicit written consent
• Share your embeddings or queries with third parties
• Claim ownership of your content or derived embeddings

6.3 Content Responsibility

You are solely responsible for your content and warrant that:

• You have the necessary rights to upload and process the content
• Your content does not violate any laws or third-party rights
• Your content does not contain illegal, harmful, or offensive material

7. Billing and Payment

7.1 Pricing

Pricing is based on:

• Subscription fees: Monthly or annual tier-based pricing
• Usage metering: Storage tokens and compute-seconds as detailed on our pricing page

7.2 Payment Terms

• Subscription fees are billed in advance monthly or annually
• Usage fees are calculated monthly and billed in arrears
• All fees are non-refundable except as required by law
• We reserve the right to change pricing with 30 days notice

7.3 Late Payment

Failure to pay on time may result in:

• Suspension of Service access
• Late fees of 1.5% per month or the maximum allowed by law
• Collection costs and legal fees

8. Service Levels and Availability

8.1 Uptime Commitment

We commit to maintaining a 99.5% monthly uptime target for the Service, measured as the percentage of time the Service is available and operational during each calendar month.

Uptime Calculation:

• Uptime excludes scheduled maintenance windows (announced at least 24 hours in advance)
• Uptime excludes issues caused by factors outside our control (e.g., internet service provider failures, DDoS attacks, your network issues)
• Availability is measured using our internal monitoring systems

Service Credits: If we fail to meet the 99.5% target, you may request service credits as detailed in Section 11.1. Service credits are applied to future subscription fees and are your exclusive remedy for availability issues.

Enterprise SLAs: Enterprise customers may negotiate higher uptime commitments (99.9% or 99.99%) with enhanced service credits and priority support.

8.2 Maintenance

Scheduled Maintenance: We will perform scheduled maintenance during low-usage windows (typically nights/weekends in U.S. time zones) with at least 24 hours advance notice via email and status page.

Emergency Maintenance: In cases of critical security issues or service failures, we may perform emergency maintenance without advance notice. We will notify you as soon as reasonably possible.

8.3 Changes to Service

We may modify, enhance, or discontinue features of the Service as needed to improve functionality or security. For material changes that negatively impact your use:

• We will provide at least 30 days advance notice
• We will offer alternatives where feasible
• If no acceptable alternative exists, you may terminate your subscription and receive a pro-rated refund of prepaid fees

9. Intellectual Property

9.1 Our IP

Enscribe and its components (including but not limited to the Embed-Agent, Enscribe-Schema, evaluation frameworks, and API) are protected by copyright, trademark, and other intellectual property laws. All rights not expressly granted are reserved.

9.2 Feedback

If you provide suggestions or feedback, we may use it without obligation or compensation to you.

10. Confidentiality

Each party agrees to protect the other's confidential information with the same care it uses for its own confidential information (but no less than reasonable care).

11. Warranties and Disclaimers

11.1 Service Warranty

We warrant that:

• The Service will perform substantially in accordance with our published documentation
• We will use commercially reasonable efforts to maintain a 99.5% uptime target for the Service
• Embedding and retrieval operations will be processed using the semantic strategies defined in your active profiles

Service Credits: If we fail to meet the 99.5% monthly uptime target (excluding scheduled maintenance), you may be eligible for service credits as follows:

• Uptime 95.0% - 99.4%: 10% credit of monthly subscription fees
• Uptime 90.0% - 94.9%: 25% credit of monthly subscription fees
• Uptime below 90.0%: 50% credit of monthly subscription fees

Service credits are your exclusive remedy for availability issues and must be requested within 30 days of the incident.

11.2 Warranty Disclaimers

While we stand behind our Service, we must disclaim certain warranties to the extent permitted by law:

• No Guarantee of Specific Results: AI and machine learning technologies produce probabilistic outputs. We cannot guarantee that embedding or search results will meet your specific use case requirements, though we warrant the Service will operate as documented.
• Error-Free Operation: Like all software services, Enscribe may experience occasional bugs or errors. We commit to addressing reported issues promptly but cannot warrant completely error-free operation.
• Third-Party Integrations: We disclaim warranties for third-party services you may integrate with Enscribe. Compatibility and performance of external services are not under our control.

Implied Warranties: To the extent permitted by law, we disclaim implied warranties of merchantability and fitness for a particular purpose, except as expressly stated in Section 11.1 above.

12. Limitation of Liability

12.1 Exclusion of Consequential Damages

To the maximum extent permitted by law, Enscribe shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, business opportunities, or goodwill
• Loss of or corruption to data, except as specified in Section 12.3 below

This exclusion applies regardless of the legal theory (contract, tort, negligence, or otherwise) and even if we were advised of the possibility of such damages.

12.2 Liability Cap

Our total liability for all claims arising from or related to the Service shall not exceed the total amount you paid us in subscription and usage fees during the 12 months immediately preceding the event giving rise to the claim.

For customers in their first year, liability is capped at the total fees paid to date, with a minimum cap of the annual subscription value of your selected tier.

12.3 Data Loss Exception

The exclusions in Section 12.1 do not apply to data loss or corruption caused by our gross negligence or willful misconduct. In such cases:

• We will use commercially reasonable efforts to restore your data from backups
• If restoration is not possible, the liability cap in Section 12.2 applies to direct damages
• You are responsible for maintaining your own backups of critical data

12.4 Exceptions to Liability Limits

The liability limitations in this Section 12 do not apply to:

• Our indemnification obligations under Section 13.2
• Breaches of confidentiality under Section 10
• Claims arising from gross negligence or willful misconduct by Enscribe
• Liabilities that cannot be excluded or limited under applicable law

12.5 Reasonable Limitations

Why these limits exist: As a B2B SaaS provider, we price our Service to be affordable for businesses of all sizes. These liability limitations allow us to offer competitive pricing while managing risk. If you require higher liability limits, please contact us about Enterprise terms with increased caps and expanded coverage.

13. Indemnification

13.1 Your Indemnification of Enscribe

You agree to indemnify, defend, and hold harmless Enscribe from any third-party claims, damages, liabilities, and expenses (including reasonable legal fees) arising from:

• Your Content: Any claim that your content or data infringes third-party intellectual property rights or violates applicable laws
• Your Use of the Service: Claims arising from your use of the Service in violation of these Terms or applicable laws
• Your End Users: Claims by your end users or customers related to your use of our Service in your products or services

Clarification: This indemnification does not apply to claims arising from:

• Enscribe's modification, misuse, or unauthorized disclosure of your content
• Our failure to comply with our own security or privacy obligations
• Defects or errors in the Service itself (not related to your content)

13.2 Enscribe's Indemnification of You

Enscribe will indemnify, defend, and hold you harmless from any third-party claims alleging that the Service, when used in accordance with these Terms, infringes or misappropriates such third party's intellectual property rights.

Our indemnification obligations are subject to:

• You promptly notifying us in writing of the claim
• You cooperating with us in the defense of the claim
• Enscribe having sole control over the defense and settlement

Remedies: If the Service is, or in our opinion is likely to be, subject to an infringement claim, we may at our option:

• Obtain the right for you to continue using the Service
• Replace or modify the Service to make it non-infringing
• If neither option is commercially reasonable, terminate your subscription and refund prepaid fees on a pro-rata basis

13.3 Indemnification Process

For any indemnification claim under this Section 13:

• The indemnified party must promptly notify the indemnifying party of the claim
• The indemnifying party has sole control over defense and settlement (with the indemnified party's consent, not to be unreasonably withheld)
• The indemnified party will reasonably cooperate in the defense
• Neither party may settle any claim that imposes liability on the other party without their prior written consent

14. Term and Termination

14.1 Term

These Terms remain in effect while you use the Service.

14.2 Termination by You

You may cancel your account at any time through the Service dashboard. Cancellation takes effect at the end of your billing period.

14.3 Termination by Us

We may suspend or terminate your access if you:

• Violate these Terms
• Fail to pay fees when due
• Use the Service in a way that poses security or legal risks

14.4 Effect of Termination

Upon termination:

• Your access to the Service will cease
• You will be billed for any outstanding usage
• Your data will be deleted within 30 days (or made available for export if requested before termination)

15. Export Compliance

You agree to comply with all export and import laws. You represent that you are not on any government denied-party list.

16. Dispute Resolution

16.1 Governing Law

These Terms are governed by the laws of the United States and the State of [State to be determined], without regard to conflict of law principles.

16.2 Arbitration

Most disputes can be resolved informally. For disputes that cannot be resolved informally, you and Enscribe agree to binding arbitration under the rules of the American Arbitration Association, except:

• Either party may seek injunctive relief in court for IP violations
• Small claims court disputes are excluded from arbitration

16.3 Class Action Waiver

You agree to bring claims only in your individual capacity, not as part of a class action.

17. General Provisions

17.1 Entire Agreement

These Terms constitute the entire agreement between you and Enscribe regarding the Service.

17.2 Amendments

We may modify these Terms by posting updated terms with a new "Last Updated" date. Continued use after changes constitutes acceptance.

17.3 Severability

If any provision is found unenforceable, the remaining provisions remain in effect.

17.4 No Waiver

Our failure to enforce any provision does not waive our right to enforce it later.

17.5 Assignment

You may not assign these Terms without our consent. We may assign these Terms in connection with a merger or sale.

18. Contact Information

For questions about these Terms:

• Pre-launch inquiries: inquire@enscribe.io (active now)
• Legal matters: legal@enscribe.io (will be active upon launch)
• Website: https://enscribe.io

Location: God's Green Earth