Adriel Inc. – Terms of Service

1. Introduction and Definitions

2. Scope of Agreement and Servicesand Definitions

• 2.1 Provision of Services. Subject to the terms and conditions of this Agreement and the applicable SOW, Adriel will make the Services available to Customer during the Subscription Term for Customer’s internal business‑purposes use.
• 2.2 Modifications. Adriel may make commercially reasonable updates to the Services from time to time. If a modification materially degrades core functionality and Customer is materially harmed, Adriel will use reasonable efforts to restore the impacted functionality in accordance with the applicable SLA. If the degradation causes a material interruption of service, Customer may request an extension of the current Subscription Term equivalent to the duration of the disruption. Adriel does not provide refunds or allow cancellations due to such changes, and all prepaid fees remain non-refundable.
• 2.3 Trial Services. Any Services provided on a trial, beta, or evaluation basis (“Trial Services”) are provided “AS IS,” without warranties or SLA commitments, for the evaluation period stated in the SOW. Either party may terminate Trial Services at any time for any reason.

3. Account Registration and User Responsibilities

• 3.1 Registration. Customer must create an account and provide accurate, complete information. Customer is responsible for (a) all activities conducted under its account, (b) maintaining the confidentiality of its credentials, and (c) promptly notifying Adriel of any unauthorized use.
• 3.2 Acceptable Use. Customer and Authorized Users shall not: (i) reverse engineer, decompile, or disassemble the Services; (ii) circumvent or disable any security or usage‑tracking mechanisms; (iii) transmit malicious code; (iv) use the Services to violate any law or third‑party right; or (v) permit any third party to access the Services except as expressly allowed.
• 3.3 Customer Data. Customer represents and warrants that it has all rights necessary to transmit Customer Data to the Services and grants Adriel a limited license to process Customer Data to provide and improve the Services.

5. Auto‑Renewal, Cancellation, and Termination

• 5.1  Automatic Renewal. Unless otherwise stated in an SOW, each Subscription will automatically renew for successive terms equal in length to the expiring Subscription Term. Customer may prevent renewal by delivering written notice of non‑renewal no fewer than 30 days before the end of the then‑current Subscription Term.
• 5.2  Non-Renewal by Customer. Customer may elect not to renew a Subscription by providing written notice at least thirty (30) days prior to the end of the then-current Subscription Term; however, (i) Customer remains liable for all fees owed for the remainder of the Subscription Term, and (ii) all prepaid fees are non‑refundable. 
• 5.3 Termination for Cause. Either party may terminate this Agreement or an individual SOW immediately on written notice if the other party: (a) materially breaches the Agreement and fails to cure within 30 days after receipt of notice; (b) ceases business operations or becomes subject to insolvency proceedings; or (c) violates applicable law in connection with the Services.
• 5.4 Effect of Termination. Upon termination or expiration, Customer must cease all use of the Services and delete any Adriel Confidential Information. Sections that by their nature should survive (including, but not limited to, payment obligations, IP ownership, confidentiality, warranty disclaimers, and liability limitations) shall survive termination.

6. Onboarding Support, Technical Support, and SLAs

• 6.1  Onboarding Support. The scope and duration of onboarding support, including the availability of a dedicated onboarding manager, will be specified in the applicable Statement of Work (“SOW”) and provided accordingly. Onboarding services may include, but are not limited to, account configuration, connector setup, initial dashboard creation, and user training. Such services may be complimentary or subject to additional fees, as detailed in the SOW.
• 6.2  Standard Technical Support. Adriel offers 24 × 5 (Monday–Friday, EST) email‑based support via support.global@adriel.com and in‑app ticketing system. Support includes responses to product inquiries, troubleshooting guidance, and error correction.
• 6.3  Service Level Agreement (SLA).

• 6.4  Professional Services. Services outside the scope of standard support (custom connector development, bespoke dashboards, data blending, QA) are billed at $250 USD per hour or as otherwise stated in an SOW.

7. API and Integration Terms

• 7.1 API License. Subject to this Agreement, Adriel grants Customer a non‑exclusive, non‑transferable, revocable right during the Subscription Term to access and use Adriel’s REST and streaming APIs solely to integrate Customer Data into the Services.
• 7.2 API Usage Limits. Adriel may apply reasonable rate limits or quotas. If Customer consistently exceeds limits, Adriel may throttle or suspend API access after notice and a reasonable opportunity to remedy.
• 7.4 Open‑Source Software. Certain components may be subject to open‑source licenses. Those licenses shall govern Customer’s use of the open‑source components.
• 7.3 Third‑Party Platforms. Customer’s use of third‑party data sources or destinations (e.g., Facebook Ads, Google Analytics, AWS S3) is governed by the applicable third‑party terms; Customer is solely responsible for securing necessary consents and credentials.

8. Intellectual Property and Licensing

• 8.1 Ownership. Adriel and its licensors retain all right, title, and interest in and to the Services, including all related intellectual‑property rights. Except for the express licenses granted herein, no rights are granted.
• 8.2 Feedback. Customer may provide comments, ideas, or suggestions (“Feedback”). Adriel may use Feedback without restriction or obligation.
• 8.3 License to Customer Data. Customer grants Adriel and its subcontractors a worldwide, non‑exclusive license to host, copy, process, transmit, and display Customer Data as necessary to provide and improve the Services. Adriel will not use Customer Data for marketing purposes without Customer’s written consent.

9. Confidentiality and Data Security

• 9.1 Confidential Information. Each party (“Disclosing Party”) may disclose non‑public business, product, or technical information to the other (“Receiving Party”). Confidential Information excludes information that is (a) publicly available without breach, (b) already in Receiving Party’s possession, (c) independently developed, or (d) rightfully received from a third party.
• 9.2 Protection. Receiving Party will use at least reasonable care to protect Confidential Information and may disclose it only to employees, Affiliates, agents, or advisors who need to know and are bound by confidentiality obligations.
• 9.3 Security Measures. Adriel maintains industry‑standard administrative, physical, and technical safeguards, including AES‑256 encryption at rest, TLS 1.2 in transit, role‑based access controls, annual penetration testing, and ISO/IEC 27001‑aligned policies (see Information‑Security Policy v3).
• 9.4 Data Protection. Adriel’s Data Protection Addendum (“DPA”) forms part of this Agreement where Customer Data includes “Personal Data” as defined by applicable privacy laws (GDPR, CCPA, PIPEDA). The DPA sets out data‑subject rights, international‑transfer mechanisms, and breach‑notification procedures.
• 9.5 Backups and Disaster Recovery. Adriel performs encrypted backups at least once every 24 hours and stores them in geographically redundant AWS facilities, ensuring 99.999999999 % durability and a 24‑hour recovery‑time objective (“RTO”).

10. Disclaimer of Warranties and Limitation of Liability

• 10.1 Disclaimer. The Services are provided “AS IS” and “AS AVAILABLE.” Adriel disclaims all warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, and non‑infringement.
• 10.2 Liability Cap. Except for (i) Customer’s payment obligations; (ii) each party’s indemnification obligations; or (iii) damages arising from gross negligence or willful misconduct, each party’s aggregate liability under this Agreement shall not exceed the total fees paid or payable by Customer to Adriel in the 12 months preceding the claim.
• 10.3 Exclusion of Consequential Damages. Neither party shall be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, even if advised of the possibility.

11. Governing Law and Jurisdiction

• This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflicts‑of‑law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware for any dispute arising out of this Agreement, except that either party may seek injunctive relief in any jurisdiction to protect its intellectual property.

12. Amendments and Notifications

• 12.1 Updates to Terms. Adriel may update these Terms by posting a revised version at least 14 days prior to the effective date. Material changes will be communicated via email or in‑app notice. Continued use after the effective date constitutes acceptance.
• 12.2 Notices. Notices under this Agreement must be in writing and delivered by email (receipt confirmed), certified mail, or overnight courier to the addresses specified in the SOW (with copy to support.global@adriel.com for Adriel).

13. Dispute Resolution and Arbitration

• 13.1 Good‑Faith Negotiation. The parties will use good‑faith efforts to resolve disputes informally within 30 days.
• 13.2 Binding Arbitration. If unresolved, the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, in English, by a single arbitrator experienced in SaaS disputes. Judgment may be entered in any court of competent jurisdiction.
• 13.3 Class Action Waiver. The parties waive any right to litigate or arbitrate disputes as a class action or in a representative capacity.

14. Marketing Use

• Customer grants Adriel a limited right to use Customer’s name and logo in marketing materials, case studies, and customer lists, provided that Adriel complies with Customer brand guidelines. Customer may revoke this consent on 30 days’ written notice.

15. Assignment, Entire Agreement, Severability

• 15.1 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that Adriel may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
• 15.2 Entire Agreement. This Agreement, the SOWs, SOWs, and any incorporated policies (Information‑Security Policy v3, Data‑Protection Policy v2, Backup Policy v3, SDLC Policy v2) constitute the entire agreement and supersede all prior agreements.
• 15.3 Severability. If any provision is unenforceable, the remainder will remain in effect, and the unenforceable provision will be interpreted to accomplish its intended purpose.
• 15.4 Force Majeure. Neither party is liable for failures beyond its reasonable control (e.g., natural disasters, acts of government, internet outages).
• 15.5 Counterparts; Electronic Signatures. This Agreement may be executed electronically and in counterparts, each of which is deemed an original.

16. Eligibility and Consumer Disclaimer

• 16.1 Business Users Only. The Services are intended solely for business and professional users. By accessing or using the Services, Customer represents and warrants that it (a) is not a consumer as defined under applicable consumer‑protection laws, and (b) will use the Services exclusively for business purposes.
• 16.2 Minimum Age. Customer confirms that all Authorized Users are at least eighteen (18) years of age and have the capacity and authority to enter into this Agreement on behalf of Customer.
• 16.3 Compliance With Laws. Customer shall comply with all applicable laws, regulations, and industry standards—including data‑protection, advertising, and anti‑spam laws—while using the Services.

17. Subcontractors

• 17.1 Use of Subcontractors. Adriel may engage and replace affiliates and qualified third‑party subcontractors (including hosting providers, content‑delivery networks, and professional‑service partners) in connection with the performance of the Services, provided that Adriel will remain responsible for the acts and omissions of each subcontractor to the same extent as if such acts or omissions were those of Adriel.
• 17.2 Security & Confidentiality. Adriel will impose written data‑protection, confidentiality, and security obligations on subcontractors that are no less protective than those set forth in this Agreement.

18 Third-Party Services, Data Sources, Destinations & Infrastructure

• 18.1 Integrations. The Services enable Customer to connect with third-party data sources, APIs, destinations, and infrastructure providers (collectively, “Third-Party Services”). Customer is solely responsible for: (a) providing and maintaining valid credentials for all Third-Party Services; (b) complying with their terms, privacy policies, quotas, and documentation; and (c) obtaining every consent, license, and right required for Adriel to access, process, store, or transmit data to or from such Third-Party Services on Customer’s behalf.
• 18.2 No Endorsement or Control. Adriel does not control, endorse, or monitor Third-Party Services and expressly disclaims all liability arising from or related to Customer’s use of—or inability to use—any Third-Party Service.
• 18.3 Suspension or Termination of Integrations. If a Third-Party Service (i) discontinues, materially degrades, or modifies its API, (ii) imposes new limits, costs, or security requirements, or (iii) otherwise restricts Adriel’s access or usage, Adriel may, in its sole discretion and without liability, suspend or terminate the affected integration or functionality.
• 18.4 Third-Party Outages & Infrastructure Dependencies.
  
•  a. No Liability for Upstream Failures. Customer acknowledges that the Services depend on the availability of Third-Party Services (including but not limited to cloud-hosting platforms, network providers, and analytics APIs). Adriel will use commercially reasonable efforts to mitigate the impact of any outage or latency affecting such Third-Party Services, but Adriel is not responsible for any unavailability, interruption, data loss, or corruption caused by a failure of Third-Party Services.
•  b. SLA Exclusion. Any downtime or performance degradation attributable to Third-Party Services is expressly excluded from Service Level calculations and credit entitlements in the SLA.
•  c. Force-Majeure. Outages of Third-Party Services constitute a force-majeure event under Section 15.4 and suspend Adriel’s performance obligations for the duration of the impact.
• 18.5 Customer Mitigation. Customer is responsible for maintaining up-to-date backups or alternative data-retrieval methods sufficient to meet its own business-continuity requirements in case the Services—or any Third-Party Service on which they rely—become unavailable.

19. Indemnification

• 19.1 Indemnification by Adriel. Adriel shall defend Customer against any third‑party claim alleging that the Services, when used in accordance with this Agreement, infringe a valid intellectual‑property right („IP Claim“). Adriel will indemnify Customer from any damages, costs, and fees finally awarded by a court or agreed in a settlement approved by Adriel, provided Customer: (a) promptly notifies Adriel in writing of the IP Claim, (b) grants Adriel sole control of the defense and settlement, and (c) reasonably cooperates at Adriel’s expense. Adriel may, at its option, (i) procure the right for Customer to continue using the Services, (ii) replace or modify the Services so they become non‑infringing, or (iii) terminate the affected Services and refund any prepaid, unused fees.
• 19.2 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Adriel and its Affiliates from and against all third‑party claims, damages, and liabilities arising out of or relating to: (a) Customer Data or its processing in accordance with this Agreement; (b) Customer’s breach of Section 3 (Account Responsibilities) or Section 18 (Third‑Party Services); or (c) Customer’s violation of applicable laws or third‑party rights.

20. Trademarks

• 20.1 Ownership. All Adriel names, logos, product and service names, designs, and slogans are trademarks of Adriel or its licensors. Except as expressly permitted in Section 14 (Marketing Use), Customer shall not use Adriel’s trademarks without Adriel’s prior written consent.
• 20.2 Customer Marks. Customer grants Adriel a limited, non‑exclusive, royalty‑free license during the Subscription Term to display Customer’s name and logo in accordance with Section 14.

21. Early Access & Beta Features

• 21.1 Beta Features. From time to time, Adriel may invite Customer to test new or beta features (“Beta Features”). Beta Features are provided solely for evaluation and without any warranties, service levels, or support obligations. Adriel may discontinue Beta Features at any time. Beta Features are Confidential Information, and Customer shall not disclose any performance or benchmarking information related to Beta Features.
• 21.2 Feedback. Section 8.2 (Feedback) applies equally to Feedback provided for Beta Features.

22. Third‑Party AI Features

• 22.1 Use of AI Features
• Adriel’s Services may include features that leverage third-party generative AI models or APIs, including OpenAI, L.L.C. (“AI Components”), to process user queries and generate content (“Output”) based on user-provided prompts, filters, or other inputs (“Input”). Input and Output are considered part of Customer Data, as defined in this Agreement.
  
  Customer must not use AI Components to input, process, or transmit any sensitive or regulated personal data except as permitted under Adriel’s Data Processing Addendum.

• 22.2 No Model Training on Customer Data
• Neither Adriel nor OpenAI uses Customer Data — including Inputs, Outputs, or other workspace content — for the training or fine-tuning of machine learning models. This exclusion applies by default under OpenAI’s API terms and does not require any Customer configuration.

• 22.3 Data Retention by AI Providers
• Inputs and Outputs transmitted to AI Components may be retained by the provider for up to thirty (30) days for abuse-monitoring purposes and are thereafter deleted, except where longer retention is required by law. Further detail on AI provider processing, including sub-processor information, is set out in Adriel’s Data Processing Addendum.

• 22.4 Input and Output Ownership
• As between the parties, Customer retains all rights, title, and interest in and to the Inputs submitted and Outputs generated via AI Components. Adriel retains all rights in and to the Services and its underlying systems, including any improvements unrelated to Customer Data.

• 22.5 Limitations and Accuracy Disclaimer
• Customer acknowledges that AI-generated Output may be inaccurate, incomplete, outdated, or non-unique. Adriel makes no warranties or guarantees as to the accuracy, reliability, or legal sufficiency of such Output. Customer is solely responsible for reviewing, verifying, and validating any Output before relying on it for any purpose. AI Components are intended solely to assist human decision-making and must not be used as the sole basis for any automated decisions with legal, financial, or material consequences.

• 22.6 Output Reuse Notice
• Due to the statistical nature of generative models, certain phrasing in AI-generated Output may appear similar across different users. However, all Output is generated in response to Customer-specific Inputs and data context, and Adriel does not reuse or share Output across Customer workspaces.

• 22.7 Third‑Party Provider Policies
• Customer’s use of AI Components is subject to the applicable usage policies and limitations of the third-party AI providers, including OpenAI’s Usage Policies and Service Terms. Customer is responsible for complying with such policies and shall not use AI features in a manner that violates applicable law, regulation, or Adriel’s Acceptable Use Policy.

• 22.8 Service Level Exclusions
• Downtime, degradation, or functional limitations arising from AI Components or third-party AI providers are expressly excluded from all Service Level Agreement (SLA) calculations and do not entitle Customer to SLA credits or service refunds.

23. Export Compliance & Anti‑Corruption

• 23.1 Export Controls. Customer shall not export, re‑export, or transfer the Services or any technical data in violation of U.S. export control laws or other applicable regulations, including the Export Administration Regulations (EAR) and economic‑sanctions programs administered by OFAC.
• 23.2 Anti‑Corruption. Customer represents that it has not received and will not offer or provide any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with this Agreement, and will comply with the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, and all similar laws.

24. Insurance

• 24.1 Coverage. Adriel will maintain at its expense commercially reasonable insurance policies, including (a) commercial general liability, (b) technology errors and omissions, and (c) workers’ compensation as required by law. Certificates of insurance will be provided upon written request.

25. Subpoenas & Government Requests

• 25.1 Disclosure Requests. If a governmental or regulatory body—or a party pursuant to civil or criminal process—requests Customer Data, Adriel will, to the extent legally permitted, provide prompt written notice to Customer so that Customer may seek a protective order or other appropriate remedy.
• 25.2 Emergency Disclosure. Notwithstanding Section 25.1, Adriel may disclose Customer Data without prior notice where Adriel, in good faith, believes disclosure is necessary to prevent imminent harm to individuals, the Services, or the public.