Terms Of Use

TERMS OF USE

Effective Date: 3/30/2026
This Master Software as a Service Subscription Agreement ("Agreement") is entered into by and between AI-GADETS, a Wisconsin limited liability company ("Provider" or "Company"), and the individual or entity that accepts these terms by creating an account, purchasing a subscription, or using the Service in any manner ("Customer" or "You").

1. DEFINITIONS AND INTERPRETATION

1.1 Service. The "Service" means Provider's proprietary online investment valuation software platform, including all related software, tools, APIs, dashboards, reporting features, data processing capabilities, documentation, and related professional services provided via web browser or mobile application on a subscription basis.

1.2 Customer Data. "Customer Data" means all data, files, inputs, financial information, valuations, analysis, uploads, or other content submitted by Customer to the Service in any form.

1.3 Confidential Information. "Confidential Information" means information disclosed by one party to the other that is marked as confidential or, by its nature, is reasonably understood to be confidential, and includes but is not limited to the Service's underlying algorithms, code, methodologies, security measures, and system architecture.

1.4 Subscription Term. The "Subscription Term" begins on the date the trial period expires or upon first payment of fees, whichever is earlier, and continues until termination in accordance with this Agreement.

1.5 Trial Period. The "Trial Period" is the initial period during which Customer may access the Service at no charge, as set forth in Section 3.1.

2. SERVICE DESCRIPTION AND SCOPE

2.1 License Grant. During the Subscription Term, Provider grants Customer a limited, non-exclusive, non-transferable, revocable, worldwide license to access and use the Service solely for Customer's internal business purposes, in accordance with these Terms and any applicable order form, pricing schedule, or written agreement.

2.2 License Restrictions. - Customer may not:
Sublicense, resell, lease, distribute, rent, or make the Service available to any third party without Provider's prior written consent;
Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or underlying methodologies of the Service;
Modify, adapt, translate, or create derivative works based on the Service;
Remove, obscure, or alter any proprietary notices, labels, or markings on the Service;
Use the Service to develop, market, or support any competing product or service;
Access the Service to benchmark, analyze, or evaluate it for competitive purposes without written authorization;
Use the Service in any manner that violates applicable law or infringes third-party intellectual property rights.

2.3 Use Restrictions. Customer shall not:
Use the Service for any illegal purpose, including money laundering, fraud, sanctions violations, or circumventing financial regulations;
Upload, transmit, or store malware, viruses, ransomware, or other malicious code;
Attempt to gain unauthorized access to the Service, including by probing, scanning, or testing for vulnerabilities;
Interfere with or disrupt the Service's operation, performance, integrity, or security;
Engage in any activity that imposes an unreasonable burden on the Service's infrastructure;
Engage in automated scraping, harvesting, or bulk data extraction except as expressly permitted in writing.

2.4 Service Modifications. Provider reserves the right to modify, update, add features, or discontinue aspects of the Service upon reasonable notice to Customer. Such modifications will not materially diminish the core functionality of the Service tier to which Customer subscribed.

3. FREE TRIAL PERIOD

3.1 Trial Terms. Provider may offer Customer a limited free trial period of seven (7) calendar days from the date of account creation ("Trial Period"), during which Customer may access and use all or portions of the Service at no charge. The Trial Period is provided to allow Customer to evaluate the Service's suitability for Customer's needs.

3.2 Trial Limitations. During the Trial Period:
Customer Data may be subject to deletion upon Trial expiration;
Storage, usage limits, or feature limitations may apply;
Provider makes no service level commitments or uptime guarantees;
Provider may revoke trial access at its sole discretion;
Trial access is non-transferable and for a single user or entity.

3.3 Trial Conversion Upon expiration of the Trial Period, Customer’s access will automatically convert to a paid, active subscription for the plan selected at signup or otherwise designated in the account setup, unless Customer cancels before the end of the Trial Period in accordance with Section 6.1. By starting the Trial Period and providing payment information, Customer authorizes Provider to begin billing automatically at the end of the Trial Period if the subscription is not canceled before expiration. No fees will be charged during the Trial Period unless Customer affirmatively upgrades to a paid plan before the Trial Period ends.

3.4 No Charge During Trial; Automatic Billing Upon Conversion No charges will be applied during the Trial Period. However, if Customer does not cancel prior to the end of the Trial Period, Customer’s trial account will automatically convert to a paid subscription and Provider may charge the payment method on file for the applicable subscription fees, taxes, and any other disclosed charges beginning on the day immediately following the Trial Period expiration. Customer acknowledges and agrees that this automatic conversion and billing arrangement is part of the offer and acceptance for the Trial Period.

4. SUBSCRIPTION PRICING, BILLING, AND PAYMENT

4.1 Fees and Pricing. Customer's subscription fees, billing frequency, plan tier, number of users, storage limits, usage allowances, and any applicable taxes are set forth in the pricing schedule, order form, invoice, or Customer's account dashboard ("Plan Details"). Provider may adjust pricing with thirty (30) days' prior written notice; however, Customer may cancel the subscription during the notice period if the pricing adjustment is material.

4.2 Payment Method and Authorization. By providing payment information to Provider, Customer authorizes Provider to charge the payment method on file for subscription fees in accordance with the applicable Plan Details. Customer is responsible for maintaining accurate and current payment information and must notify Provider of any changes.

4.3 Billing Cycle. Unless otherwise specified in the Plan Details, subscription fees are billed monthly in advance on the same day each month. Annual or other billing cycles are available as specified in the pricing schedule.

4.4 Non-Refundable Fees. Except as expressly provided in this Agreement or as required by applicable law, all fees paid are non-refundable and non-cancelable for the current billing cycle. If Customer cancels during a billing cycle, Customer remains responsible for payment through the end of that cycle and will receive no refund or credit for any remaining portion of that cycle.

4.5 Taxes. All fees are exclusive of applicable sales taxes, value-added taxes (VAT), goods and services taxes (GST), use taxes, and any other similar taxes or governmental charges. Customer is responsible for all such taxes, or Customer must provide Provider with a valid tax exemption certificate.

4.6 Past Due Accounts. If any invoice remains unpaid fifteen (15) days after the due date, Provider may (a) suspend Customer's access to the Service, (b) terminate this Agreement, and/or (c) pursue collection remedies available at law or in equity. Customer is responsible for all reasonable costs of collection, including attorney's fees.

4.7 Usage-Based Charges. If the Plan Details include usage-based or consumption-based pricing (e.g., per valuation, API calls, data storage), such charges will be invoiced separately and are in addition to base subscription fees unless otherwise specified.

5. AUTOMATIC RENEWAL AND SUBSCRIPTION CONTINUATION

5.1 Automatic Renewal. Unless Customer cancels the subscription before the end of the then-current Subscription Term, the subscription will automatically renew for the same subscription period, at the then-current renewal rate, on the first day after the current Subscription Term expires (the "Renewal Date"). Provider will charge the payment method on file for all renewal fees and applicable taxes.

5.2 Renewal Rate Changes. Provider may increase renewal fees with thirty (30) days' prior written notice. If Customer does not wish to accept the increased renewal rate, Customer must cancel the subscription during the notice period to avoid being charged the new rate.

5.3 No Consent Required for Renewal. By accepting this Agreement and activating a paid subscription, Customer acknowledges and agrees to the automatic renewal terms and specifically consents to recurring charges on the payment method on file without further authorization for each renewal unless Customer affirmatively cancels before the Renewal Date.

6. CANCELLATION AND TERMINATION

6.1 Cancellation During Trial. Customer may cancel the Trial Period at any time before the Trial Period expires by providing notice to Provider through the Service dashboard, by emailing service@ai-gadets.com, or by using any other cancellation method made available by Provider. If Customer cancels before the end of the Trial Period, Customer’s access will terminate at the end of the Trial Period or immediately if Provider so elects, and Customer will not be charged any subscription fees for the trial unless expressly stated otherwise in the Plan Details. If Customer does not cancel before the Trial Period expires, the Trial Period will automatically convert to a paid subscription in accordance with Section 3.3, and Provider may begin charging the payment method on file for the applicable subscription fees, taxes, and any other disclosed charges beginning on the day immediately following expiration of the Trial Period.

6.2 Cancellation of Paid Subscription. Customer may cancel a paid subscription at any time by:
Logging into the Service dashboard and following the cancellation instructions; or
Sending written notice to service@ai-gadets.com; or
Calling Provider's support line at during normal business hours 9AM to 5PM eastern.
Provider will accept and process cancellation requests without unreasonable delay and without imposing additional conditions or obstacles.

6.3 Effective Date of Cancellation. Cancellation becomes effective on the date of receipt or processing by Provider, provided the notice is submitted in the manner described above. Customer remains responsible for all fees through the end of the current billing cycle. Cancellation does not entitle Customer to any refund of prepaid fees for the current or future billing cycles.

6.4 Termination for Cause – Customer Breach. Provider may suspend or terminate this Agreement and Customer's access to the Service immediately upon written notice if Customer:
Materially breaches this Agreement and fails to cure the breach within ten (10) business days of written notice;
Violates applicable law or uses the Service for illegal purposes;
Engages in any unauthorized access, hacking, or security threat;
Fails to pay undisputed fees within fifteen (15) days of written notice; or
Uses the Service in a manner that violates the Use Restrictions in Section 2.3.

6.5 Termination for Convenience – Provider. Notwithstanding any other provision, Provider may terminate this Agreement and discontinue the Service for all or specific Customers upon thirty (30) days' prior written notice, provided that Provider offers to refund any prepaid fees that are attributable to the period following the termination date on a pro-rata basis.

6.6 Effect of Termination. Upon termination or expiration of this Agreement for any reason:
Customer's license to use the Service terminates immediately;
Customer shall cease all use of the Service and delete all copies of any materials, documentation, or derivatives;
Customer remains liable for all fees accrued through the termination date;
Sections 1, 6.6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 survive termination.

6.7 Data Upon Termination. Within thirty (30) days following termination, Customer may request export of Customer Data in a standard format. After thirty (30) days, Provider may delete or destroy Customer Data without liability. Customer is solely responsible for maintaining backup copies of Customer Data.

7. INVESTMENT AND FINANCIAL DISCLAIMER

7.1 No Financial, Legal, or Investment Advice. THE SERVICE IS A VALUATION SOFTWARE TOOL ONLY AND DOES NOT CONSTITUTE LEGAL, ACCOUNTING, TAX, INVESTMENT, SECURITIES, BROKERAGE, FIDUCIARY, WEALTH MANAGEMENT, OR FINANCIAL ADVICE OF ANY KIND. Customer is not relying on Provider as a fiduciary or for professional investment guidance.

7.2 No Accuracy Guarantee. The valuation models, projections, assumptions, scenarios, estimates, outputs, and analysis provided by the Service are for informational and analytical purposes only. Provider does not represent or warrant that:
The outputs are accurate, complete, or free from errors;
The outputs are suitable for any particular Customer circumstance;
The underlying data, market information, or third-party data sources are complete or current;
The Service's calculations comply with any specific valuation methodology or accounting standard.

7.3 Reliance on Inputs and Assumptions. All valuation outputs are dependent on Customer's inputs, third-party data accuracy, market conditions, and underlying assumptions. Changes to inputs, market conditions, or data will affect outputs. Customer assumes all risk associated with inaccurate, outdated, or incomplete inputs.

7.4 No Outcome Guarantees. Provider makes no representations or warranties regarding:
Investment performance, returns, or outcomes;
Deal structure, success, or closure;
Underwriting results or credit decisions;
Business valuations or projections' achievability;
Tax consequences or regulatory treatment of any transaction.

7.5 Professional Consultation Required. Customer acknowledges that material financial, investment, legal, accounting, and tax decisions require independent professional consultation with qualified advisors licensed in the relevant jurisdiction. Customer shall not rely solely on the Service's output for any material business or investment decision.

7.6 Customer Sole Responsibility. Customer assumes sole responsibility for independently evaluating the appropriateness, accuracy, and risk of any valuation, projection, scenario, or analysis produced by the Service before relying on it in any transaction, disclosure, or business decision.

8. CUSTOMER DATA OWNERSHIP AND LICENSE

8.1 Customer Data Ownership. Customer retains all ownership rights to Customer Data. However, by submitting Customer Data to the Service, Customer grants Provider a worldwide, perpetual (to the extent permitted by law), non-exclusive, royalty-free, sublicensable license to:
Host, store, and process Customer Data;
Transmit, display, and reproduce Customer Data for Service delivery;
Create backups and copies for security, disaster recovery, and data integrity purposes;
Analyze Customer Data on an aggregated and anonymized basis to improve, maintain, and enhance the Service;
Comply with legal obligations, court orders, or regulatory requests;
Enforce this Agreement.

8.2 Aggregated Data. Provider may collect, use, and disclose aggregated, anonymized, or de-identified data derived from Customer Data (such as usage statistics, feature adoption, or benchmark data) for any lawful purpose without restriction or compensation to Customer.

8.3 No License to Third Parties. Except as expressly set forth in this Agreement or with Customer's prior written consent, Provider will not share, sell, or license Customer Data to third parties. Provider may disclose Customer Data to subprocessors, service providers, or affiliates on a need-to-know basis and only under confidentiality obligations at least as protective as this Agreement.

9. WARRANTIES DISCLAIMER

9.1 "AS-IS" Provision. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS-IS," "AS AVAILABLE," AND "WITH ALL FAULTS." PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:
WARRANTIES OF MERCHANTABILITY;
FITNESS FOR ANY PARTICULAR PURPOSE, USE, OR APPLICATION;
NON-INFRINGEMENT OF THIRD-PARTY RIGHTS;
ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF OUTPUTS;
UNINTERRUPTED, ERROR-FREE, SECURE, OR VIRUS-FREE OPERATION;
COMPATIBILITY WITH ANY THIRD-PARTY SYSTEMS, SOFTWARE, OR SERVICES.

9.2 Third-Party Services and Data. Provider does not warrant the accuracy, completeness, availability, or performance of any third-party data, services, APIs, integrations, or content accessed through or used in conjunction with the Service. Provider is not responsible for outages, errors, or failures of third-party providers.

9.3 No Warranty on Results. Provider makes no warranty that the Service will achieve any specific business objective, valuation outcome, deal closure, or investment result.

9.4 Warranty Disclaimer Applies to Maximum Extent Permitted. To the maximum extent permitted by applicable law, these disclaimers apply even if Provider has been advised of the possibility of such damages or losses.

10. LIMITATION OF LIABILITY

10.1 Limitation of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SECONDARY DAMAGES, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, INCLUDING BUT NOT LIMITED TO:
LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITY;
LOST OR CORRUPTED DATA;
LOSS OF USE, GOODWILL, OR REPUTATION;
COST OF COVER OR SUBSTITUTE SERVICES;
BUSINESS INTERRUPTION OR DOWNTIME;
ANY INVESTMENT LOSSES, DIMINUTION IN VALUE, OR DEAL FAILURES;
EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Total Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY (SECTION 12), INDEMNIFICATION OBLIGATIONS (SECTION 13), OR AS OTHERWISE PROHIBITED BY LAW, PROVIDER'S TOTAL LIABILITY TO CUSTOMER ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, AND CUSTOMER DATA SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO PROVIDER IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000).

10.3 Essential Term. THE PARTIES ACKNOWLEDGE THAT THE LIMITATION OF LIABILITY IN THIS SECTION 10 IS AN ESSENTIAL TERM WITHOUT WHICH PROVIDER WOULD NOT ENTER INTO THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT PROVIDER'S PRICING AND ASSUMPTIONS REGARDING RISK ALLOCATION ARE BASED ON THESE LIMITATIONS.

10.4 Some Jurisdictions Do Not Allow Limitations. Some jurisdictions do not permit the exclusion of certain damages or limitations of liability. In such jurisdictions, the foregoing limitations shall apply to the maximum extent permitted by law.

11. CONFIDENTIALITY

11.1 Confidential Information. Each party ("Disclosing Party") may disclose Confidential Information to the other party ("Receiving Party") in connection with this Agreement. Confidential Information includes Provider's algorithms, methodologies, source code, API designs, security measures, business processes, and pricing, as well as Customer Data.

11.2 Obligations. The Receiving Party shall:
Protect Confidential Information using reasonable safeguards (at least the same degree of care used to protect its own confidential information, but no less than reasonable care);
Limit access to employees, contractors, and advisors with a legitimate need to know and who are bound by written confidentiality obligations;
Not disclose Confidential Information to third parties except as required by law or with the Disclosing Party's prior written consent;
Not use Confidential Information except as permitted under this Agreement.

11.3 Exceptions. The Receiving Party's obligations under this Section 11 do not apply to information that:
Is or becomes publicly available without breach of this Agreement;
Was rightfully known to the Receiving Party prior to disclosure, as evidenced by contemporaneous written records;
Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation;
Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information, as evidenced by contemporaneous written records;
Must be disclosed by law, court order, or regulation, provided the Receiving Party provides prompt notice to allow the Disclosing Party to seek a protective order.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 Provider's IP. Provider retains all right, title, and interest in and to the Service, including all software, code, algorithms, interfaces, designs, documentation, trademarks, logos, technology, inventions, methodologies, and any modifications or derivative works. No rights are granted except as expressly provided in this Agreement.

12.2 Feedback. Customer grants Provider a worldwide, royalty-free, irrevocable, perpetual license to use any suggestions, feedback, feature requests, or comments provided by Customer regarding the Service, without obligation to Customer.

12.3 No IP Infringement Representation by Provider. Provider warrants that the Service, as provided, does not infringe any third-party intellectual property rights. If the Service does infringe a third-party right and the infringement claim is upheld in a final judgment, Provider will, at its sole option and expense, either (a) obtain the right for Customer to continue using the Service; (b) modify the Service to make it non-infringing; or (c) terminate this Agreement and refund prepaid fees on a pro-rata basis.

13. INDEMNIFICATION

13.1 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Provider, its affiliates, officers, directors, employees, agents, and contractors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees and court costs) arising from or relating to:
Customer Data, including any inaccuracy, infringement, or illegality;
Customer's misuse, unauthorized use, or violation of this Agreement;
Customer's violation of applicable law or regulation;
Infringement or misappropriation of third-party intellectual property rights by Customer or Customer's use of the Service;
Any injury or damage to third parties caused by Customer's access or use of the Service.

13.2 Indemnification by Provider. Provider shall defend, indemnify, and hold harmless Customer from any third-party claim that the Service, as provided by Provider and used in accordance with this Agreement, infringes any third-party intellectual property right, subject to the procedures and limitations in Section 12.3.

13.3 Procedures. The indemnified party shall (a) promptly notify the indemnifying party of the claim in writing; (b) grant the indemnifying party sole control of the defense and settlement (provided no settlement shall be made without the indemnified party's prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense.

14. ARBITRATION AND CLASS ACTION WAIVER

14.1 Binding Arbitration. Except as provided in Section 14.8, any dispute, claim, or controversy arising out of or relating to this Agreement, the Service, or any breach, including contract formation, tort, statutory, regulatory, or common law claims (each a "Claim") shall be resolved by binding arbitration administered by JAMS arbitration organization in accordance with its then-current rules and procedures ("Arbitration Rules").

14.2 Arbitration Procedures. The arbitration shall be conducted as follows:
Forum: The arbitration shall be conducted in Mecklenburg County, North Carolina.
Costs: Provider shall pay all arbitration filing fees and administrator charges in excess of those Customer would incur if the claim were brought in court.
Arbitrator: A single neutral arbitrator who is a retired judge or experienced attorney shall preside. The arbitrator shall apply the substantive law applicable to the claim and shall render a written reasoned decision.
Appeal: The arbitrator's decision is final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.3 Class Action Waiver. CUSTOMER AND PROVIDER AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR MASS ARBITRATION. CUSTOMER AND PROVIDER WAIVE THE RIGHT TO HAVE CLAIMS DECIDED BY A JURY, TO PARTICIPATE IN CLASS ACTIONS, OR TO PURSUE CLAIMS ON A CLASS-WIDE OR REPRESENTATIVE BASIS.

14.4 Exceptions to Arbitration. Notwithstanding Section 14.1, the following shall not be subject to arbitration:
Any claim for which a court of competent jurisdiction cannot lawfully compel arbitration;
Claims to enforce or obtain relief for intellectual property infringement;
Claims for provisional or injunctive relief to prevent irreparable harm, misappropriation of trade secrets, or breach of confidentiality;
Any claim or dispute that cannot lawfully be arbitrated under applicable law.
Disputes over arbitrability shall be resolved by the arbitrator.

14.5 Initiating Arbitration. Either party initiates arbitration by sending a written demand to the other party describing the Claim, desired relief, and proposed remedy. If the parties cannot resolve the Claim within thirty (30) days, the demanding party shall file a request for arbitration with the arbitration administrator.

14.6 Governing Law. This Agreement and any Claim shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.7 Entire Dispute Resolution Clause. This Section 14 shall be the exclusive remedy for all Claims, except as provided in Section 14.4. By agreeing to arbitration, Customer and Provider are waiving the right to trial by jury and the right to appeal to a court of general jurisdiction.

14.8 Opt-Out Right. CUSTOMER MAY OPT OUT OF THE ARBITRATION AND CLASS ACTION WAIVER BY SENDING WRITTEN NOTICE TO PROVIDER AT legal@ai-gadets.com POSTMARKED NO LATER THAN THIRTY (30) DAYS AFTER THE EFFECTIVE DATE OF THIS AGREEMENT. THE NOTICE MUST (A) BE SIGNED BY CUSTOMER, (B) STATE "OPT-OUT FROM ARBITRATION," AND (C) INCLUDE CUSTOMER'S NAME, ADDRESS, AND EMAIL. IF CUSTOMER OPTS OUT, ALL OTHER TERMS OF THIS AGREEMENT REMAIN IN EFFECT, BUT CUSTOMER AND PROVIDER SHALL RESOLVE CLAIMS IN A COURT OF COMPETENT JURISDICTION IN Mecklenburg County North Carolina.

15. ACCEPTABLE USE POLICY

15.1 Prohibited Use. Customer shall not use the Service to:
Violate any federal, state, local, or international law or regulation;
Engage in fraud, money laundering, sanctions evasion, or other financial crimes;
Infringe, misappropriate, or violate any third-party intellectual property, privacy, or publicity rights;
Harass, defame, abuse, threaten, or intimidate any person or entity;
Upload, transmit, or distribute malware, viruses, worms, ransomware, or other malicious code;
Probe, scan, or test the security of the Service or any systems without authorization;
Circumvent or override any security measures, access controls, or rate limits;
Interfere with, disrupt, or damage the Service, including denial-of-service attacks;
Engage in competitive benchmarking without Provider's consent;
Access or use the Service for any unauthorized, illegal, or unethical purpose.

15.2 Monitoring and Enforcement. Provider may monitor Customer's use of the Service to ensure compliance and may suspend or terminate access if Provider reasonably believes Customer has violated this policy.

16. DATA SECURITY AND PRIVACY

16.1 Data Security. Provider shall implement and maintain industry-standard security measures to protect Customer Data against unauthorized access, alteration, disclosure, and destruction. However, Provider does not warrant or guarantee that these measures are impenetrable or that Customer Data will never be compromised.

16.2 Customer Responsibility. Customer is responsible for the security of its login credentials, password, and access mechanisms. Customer shall not share credentials with others and shall change passwords regularly.

16.3 Privacy Policy. Provider's collection, use, and processing of personal information is governed by Provider's Privacy Policy, which is incorporated by reference and available at [URL]. Customer consents to Provider's data practices as described in the Privacy Policy.

16.4 Data Residency. Customer Data may be hosted, processed, and stored in the United States or other jurisdictions where Provider or its service providers operate, and may be transferred internationally.

16.5 Data Breaches. If Provider discovers a security breach affecting Customer Data, Provider shall notify Customer without unreasonable delay and shall cooperate in investigating and remediating the breach, as required by applicable law.

17. DISCLAIMER OF SERVICE LEVELS

17.1 No SLA. EXCEPT AS EXPRESSLY SET FORTH IN A SEPARATE WRITTEN SERVICE LEVEL AGREEMENT EXECUTED BY AUTHORIZED SIGNATORIES OF BOTH PARTIES, PROVIDER MAKES NO COMMITMENTS REGARDING UPTIME, AVAILABILITY, RESPONSE TIME, PERFORMANCE, OR SERVICE LEVEL OBJECTIVES.

17.2 Maintenance and Downtime. Provider may perform scheduled or emergency maintenance, updates, patches, or repairs at any time with or without notice, which may result in temporary unavailability of the Service. Provider is not liable for any downtime or loss resulting from such maintenance.

18. TERM AND TERMINATION

18.1 Commencement. This Agreement commences on the date Customer creates an account or purchases a subscription (the "Effective Date") and continues through the end of the initial subscription period unless earlier terminated.

18.2 Automatic Renewal. After the initial subscription period expires, this Agreement shall automatically renew for successive periods on the same terms unless either party cancels in accordance with Section 6.

18.3 Survival. The following provisions survive expiration or termination: Sections 1, 6.6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 18.3, and 19-21.

19. CHANGES TO THESE TERMS

19.1 Modifications. Provider may modify this Agreement at any time by posting updated Terms on its website or by sending written notice to Customer. Modifications to the fees or billing terms shall become effective with thirty (30) days' prior written notice.

19.2 Effect of Continued Use. Customer's continued use of the Service after the effective date of updated Terms constitutes acceptance of the modifications. If Customer does not agree to the modifications, Customer must cancel within the notice period to avoid being bound.

19.3 Material Changes. If Provider makes material changes to this Agreement (including limiting Customer rights or increasing Customer obligations), Provider shall provide at least thirty (30) days' written notice, and Customer may cancel without penalty if the change is unacceptable.

20. CONTACT INFORMATION AND SUPPORT
20.1 Support. Customer may contact Provider for technical support, billing inquiries, or general questions at:
Email: service@ai-gadets.com
Support Hours: Monday-Friday, 9 AM–5 PM EST

20.2 Cancellation and Notices. Cancellation requests and other formal notices shall be submitted via the contact methods in Section 20.1 or to legal@ai-gadgets.com.

21. GENERAL PROVISIONS

21.1 Entire Agreement. This Agreement, together with any order form, invoice, pricing schedule, and any separate written agreement, constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to the subject matter.

21.2 Amendments. This Agreement may not be amended except by written instrument signed by authorized representatives of both parties.

21.3 Severability. If any provision of this Agreement is found to be invalid, unenforceable, or in violation of law, such provision shall be reformed to the minimum extent necessary to make it enforceable, or if that is not possible, severed from this Agreement. The remaining provisions shall remain in full force and effect.

21.4 Waiver. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of that right or provision or any other right or provision. All waivers must be in writing and signed by the waiving party.

21.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution via facsimile, email, or PDF shall be as effective as original execution.

21.6 Successors. This Agreement shall be binding upon and inure to the benefit of the parties' successors and permitted assigns. Neither party may assign this Agreement without the other's prior written consent, except that Provider may assign to an affiliate or as part of a sale of substantially all assets, provided that Provider remains liable for its obligations.

21.7 Third-Party Beneficiaries. This Agreement is for the benefit of the parties only and does not create rights or obligations for any third party.

21.8 Relationship of Parties. The relationship between the parties is that of independent contractors. Neither party is an agent, partner, or fiduciary of the other.

21.9 Notices. Any notice required by this Agreement shall be in writing and delivered personally, by email, by certified mail, or by overnight courier. Notices to Provider shall be sent to [address/email]. Notices to Customer may be sent to the email or address on file or as updated by Customer. Notice shall be effective upon receipt.

21.10 Construction. The section headings in this Agreement are for convenience only and do not affect interpretation. The use of "including" means "including without limitation." References to days mean calendar days unless specified as business days.

21.11 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, natural disasters, pandemics, or governmental actions, provided the affected party uses commercially reasonable efforts to mitigate the impact.
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ACKNOWLEDGMENT
BY CREATING AN ACCOUNT, INITIATING A FREE TRIAL, PURCHASING A SUBSCRIPTION, OR USING THE SERVICE, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS:
READ AND UNDERSTOOD the entire Master Software as a Service Subscription Agreement;
ACCEPTED AND AGREED to all terms, including but not limited to the warranty disclaimer, liability limitations, arbitration and class action waiver, and investment disclaimer;
WAIVED the right to a jury trial and class action litigation in favor of binding arbitration;
ACKNOWLEDGED that the Service provides valuation tools only and not investment, legal, tax, or financial advice;
ACCEPTED RESPONSIBILITY for independently evaluating all valuation outputs and consulting with professional advisors before making business or investment decisions;
AUTHORIZED automatic renewal charges on the payment method on file unless cancellation is submitted;
AUTHORIZED the use and processing of Customer Data as described in this Agreement and the Privacy Policy.

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