Terms of Use
Last Updated: April 10, 2026
These Terms of Service (this "Agreement") constitute a legally binding agreement between Servamind Inc., a Delaware corporation with its principal place of business at 2810 N. Church St, PMB 462978, Wilmington, Delaware 19802-4447 US ("Servamind," "we," "us," or "our"), and the individual or entity accessing or using the Services ("Customer," "you," or "your").
1. Acceptance of Terms
1.1 Agreement to Terms
By creating an Account, executing an Order Form, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. Without limiting the foregoing, clicking an "I Accept," "I Agree," or similar button, checking a checkbox, or taking any other affirmative action indicating acceptance constitutes your agreement to this Agreement and creates a legally binding obligation enforceable against you. If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement, in which case the terms "Customer," "you," or "your" shall refer to such entity.
1.2 Age Requirement
You must be at least eighteen (18) years of age to access or use the Services. By accessing or using the Services, you represent and warrant that you are at least eighteen (18) years of age. If you are under eighteen (18) years of age, you are not permitted to access or use the Services.
1.3 Modifications
Servamind reserves the right to modify this Agreement at any time in accordance with Section 18.8. Your continued use of the Services following any such modification constitutes your acceptance of the modified Agreement.
2. Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Account" means the account created by Customer to access and use the Services, including all associated credentials, configurations, and settings.
"Authorized Users" means the individuals who are authorized by Customer to access and use the Services on Customer's behalf, including employees, contractors, consultants, and agents of Customer, subject to the terms and conditions of this Agreement and any applicable Order Form.
"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, product designs, trade secrets, know-how, inventions, processes, techniques, algorithms, software programs, customer lists, financial information, and sales and marketing plans.
"Customer Data" means all data, information, content, files, and materials uploaded, submitted, transmitted, or otherwise provided by Customer or Authorized Users to the Services, including without limitation any data processed, encoded, or decoded using the Services.
"Customer Environment" means Customer's own information technology infrastructure, systems, networks, applications, and computing environments that are not part of the Services but may interact with or connect to the Services.
"Derived Data" means data generated by Servamind through the transformation, processing, analysis, or encoding of Customer Data, including without limitation .serva files, aggregated statistics, performance metrics, and analytical outputs derived from Customer Data.
"Evidence Data" means data collected and retained by Servamind for purposes of demonstrating compliance with applicable laws, regulations, and contractual obligations, including audit logs, access records, and security event data.
"Feedback" means any suggestions, ideas, enhancement requests, recommendations, corrections, or other feedback provided by Customer or Authorized Users regarding the Services, Servamind Technology, or any related products or services.
"Order Form" means any ordering document, statement of work, or other written agreement executed by the parties that references this Agreement and specifies the Services to be provided, applicable fees, subscription term, and other commercial terms.
"Services" means the AI technology platform and related services provided by Servamind, including data encoding to .serva format, data decoding from .serva format, tutorials on training models on .serva data and .serva file handling, and AI training assistance services, as made available at servamind.com and serva.servamind.com, and as further described in any applicable Order Form or documentation.
"Servamind Technology" means all intellectual property, proprietary technology, algorithms, machine learning models, artificial intelligence systems, software, source code, object code, APIs, tools, libraries, frameworks, documentation, specifications, designs, inventions, patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights owned by or licensed to Servamind, including without limitation the .serva file format and all improvements, modifications, and derivative works thereof.
3. The Services
3.1 Description of Services
Servamind provides an AI technology platform that enables Customers to encode data to the proprietary .serva format, decode data from .serva format, access tutorials on training machine learning models using .serva data and handling .serva files, and receive AI training assistance services. The Services are deployed at and accessible through serva.servamind.com and related Servamind domains.
3.2 Service Updates
Servamind may, in its sole discretion, update, modify, enhance, or discontinue any aspect of the Services from time to time, provided that Servamind shall not materially degrade the core functionality of the Services during any active subscription term without providing reasonable advance notice to Customer. Servamind shall use commercially reasonable efforts to notify Customer of any material changes to the Services.
3.3 Beta Features
Servamind may, from time to time, offer access to beta, preview, early access, or experimental features, products, or services ("Beta Features"). Beta Features are provided "AS IS" and "AS AVAILABLE" without any warranty of any kind. Servamind makes no representations or warranties regarding the availability, reliability, functionality, or performance of any Beta Features. Servamind retains all right, title, and interest in Beta Features, including all intellectual property rights therein. Customer acknowledges that Beta Features may be modified, suspended, or discontinued at any time without prior notice or liability, and that Customer has no expectation of continued availability. Beta Features may be subject to additional terms made available upon access. Any Feedback regarding Beta Features shall be assigned to Servamind in accordance with Section 9.3. Customer's use of Beta Features is at Customer's sole risk, and Servamind shall have no liability arising from or related to Customer's use of any Beta Features.
3.4 Service Availability
Servamind shall use commercially reasonable efforts to make the Services available in accordance with any applicable service level agreement. Notwithstanding the foregoing, the Services may be subject to scheduled maintenance, unscheduled downtime, and other interruptions, and Servamind shall not be liable for any unavailability of the Services.
4. Accounts and Access
4.1 Account Registration
To access and use the Services, Customer must create an Account by providing accurate, current, and complete registration information as prompted by the registration process. Customer agrees to maintain and promptly update the registration information to keep it accurate, current, and complete at all times.
4.2 Credential Security
Customer is solely responsible for maintaining the confidentiality and security of all Account credentials, including usernames, passwords, API keys, and access tokens. Customer shall implement appropriate security measures to prevent unauthorized access to the Account and shall immediately notify Servamind of any known or suspected unauthorized use of the Account or any other breach of security.
4.3 Authorized Users
Customer may permit Authorized Users to access and use the Services on Customer's behalf, subject to the terms and conditions of this Agreement and any limitations set forth in the applicable Order Form. Customer is responsible for ensuring that all Authorized Users comply with this Agreement and shall be liable for any acts or omissions of Authorized Users that would constitute a breach of this Agreement if committed by Customer.
4.4 Account Responsibility
Customer is solely responsible for all activities that occur under or through the Account, whether or not authorized by Customer. Servamind shall not be liable for any loss, damage, or other consequences arising from any unauthorized use of the Account.
4.5 Affiliate Use
Customer's affiliates may access and use the Services only if such affiliate use is expressly authorized in an applicable Order Form. Any affiliate accessing the Services shall be bound by the terms and conditions of this Agreement, and Customer shall remain liable for the acts and omissions of its affiliates.
5. Acceptable Use and Prohibited Conduct
5.1 Acceptable Use
Customer agrees to use the Services only for lawful purposes and in accordance with this Agreement, all applicable laws and regulations, and any applicable Order Form or documentation.
5.2 Prohibited Conduct
Customer shall not, and shall not permit any Authorized User or third party to:
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas of the Services or any Servamind Technology, except to the extent expressly permitted by applicable law notwithstanding this limitation;
- Circumvent, disable, or otherwise interfere with any security features, access controls, usage limits, or other protective measures of the Services;
- Use the Services for any unlawful, fraudulent, deceptive, or malicious purpose, or in any manner that violates any applicable law, regulation, or third-party rights;
- Interfere with, disrupt, or impose an unreasonable burden on the Services, servers, networks, or infrastructure used to provide the Services;
- Engage in any automated data collection, scraping, harvesting, or extraction of data from the Services, except as expressly authorized by Servamind in writing;
- Upload, transmit, or distribute any viruses, malware, ransomware, spyware, worms, Trojan horses, or other malicious code or harmful components through the Services;
- Use the Services, Servamind Technology, or any Confidential Information to develop, train, improve, or operate any product or service that competes with the Services or any other Servamind product or service;
- Resell, sublicense, lease, rent, loan, distribute, or otherwise transfer access to the Services to any third party without Servamind's prior written consent;
- Use the Services in excess of the scope, volume, or usage limits specified in the applicable Order Form or published pricing;
- Submit, upload, or transmit any Customer Data that is illegal, obscene, defamatory, threatening, harassing, discriminatory, or otherwise objectionable, or that violates any applicable law or regulation;
- Infringe, misappropriate, or violate any intellectual property rights, privacy rights, publicity rights, or other proprietary rights of any third party;
- Impersonate any person or entity, or falsely state or otherwise misrepresent Customer's affiliation with any person or entity;
- Attempt to gain unauthorized access to any portion of the Services, other Accounts, computer systems, or networks connected to the Services;
- Use the Services to send unsolicited communications, spam, or other unauthorized advertising or promotional materials;
- Remove, alter, or obscure any proprietary notices, labels, or marks on the Services or any Servamind Technology.
6. Customer Data and Data Governance
6.1 Customer Data Ownership
As between the parties, Customer retains all right, title, and interest in and to Customer Data, including all intellectual property rights therein. For the avoidance of doubt, Customer's ownership of Customer Data extends to the substantive content contained within any outputs generated by the Services (such as .serva files), but expressly excludes any ownership of the .serva file format, encoding and decoding algorithms, compression technology, data structures, or any other Servamind Technology embedded in, underlying, or used to generate such outputs, all of which remain the exclusive property of Servamind. Nothing in this Agreement shall be construed to transfer any ownership rights in Customer Data to Servamind or any ownership rights in Servamind Technology to Customer.
6.2 License to Servamind
Customer hereby grants to Servamind a limited, non-exclusive, royalty-free, worldwide license to access, use, process, copy, transmit, store, and display Customer Data solely to the extent necessary to provide the Services to Customer in accordance with this Agreement. This license shall terminate upon the termination or expiration of this Agreement, subject to any data retention obligations set forth herein.
6.3 Derived Data
Customer acknowledges and agrees that Servamind shall have a perpetual, irrevocable, royalty-free, worldwide license to use Derived Data in aggregated, de-identified, and anonymized form for purposes of service improvement, analytics, benchmarking, research, and machine learning model training, provided that such Derived Data does not identify Customer or any individual. Customer may opt out of the use of Derived Data for machine learning model training by providing written notice to Servamind at legal@servamind.com. Such opt-out shall be effective within fourteen (14) days of Servamind's receipt of the notice and shall apply only on a prospective basis. For the avoidance of doubt, any such opt-out shall not require the deletion or modification of, or otherwise affect Servamind's rights with respect to, any Derived Data generated prior to the opt-out effective date.
6.4 Data Minimization
Servamind shall collect, process, and retain only such Customer Data as is necessary to provide the Services and fulfill its obligations under this Agreement. Servamind shall not collect or process Customer Data for purposes unrelated to the provision of the Services without Customer's prior consent.
6.5 Data Retention
Unless otherwise specified in an applicable Order Form, Servamind shall retain Customer Data for a default period of thirty (30) days following the termination or expiration of this Agreement. Upon the expiration of such retention period, Servamind shall delete or destroy all Customer Data in its possession or control, except to the extent retention is required by applicable law or regulation.
6.6 Data Roles
For business-to-business Customers, Customer shall be the Data Controller (or equivalent designation under applicable data protection law) with respect to Customer Data, and Servamind shall be the Data Processor (or equivalent designation) acting on Customer's behalf. The processing of personal data by Servamind shall be governed by Servamind's Privacy Policy, which is incorporated herein by reference. Upon Customer's reasonable written request, Servamind shall enter into a separate Data Processing Agreement ("DPA") on Servamind's then-current standard form.
6.7 AI Model Training Disclosure
Servamind does not use identifiable Customer Data to train its own proprietary artificial intelligence or machine learning models without Customer's express prior written consent. In the event that Customer requests Servamind to train machine learning models using Customer's data, such engagement shall be governed by a separate written agreement specifying the scope, terms, and conditions of such model training services.
7. Security
7.1 Servamind Responsibilities
Servamind shall implement and maintain appropriate technical and organizational security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Such measures shall include, without limitation:
- Secure software development practices, including code review, security testing, and vulnerability assessment;
- Access controls and authentication mechanisms to restrict access to Customer Data to authorized personnel on a need-to-know basis;
- Vulnerability management processes, including regular security assessments, penetration testing, and timely remediation of identified vulnerabilities;
- Encryption of Customer Data in transit and at rest using industry-standard encryption protocols and AWS Key Management Service (KMS) or equivalent key management solutions;
- Monitoring and logging of access to systems containing Customer Data;
- Incident response procedures for detecting, investigating, and responding to security incidents.
7.2 Customer Responsibilities
Customer is solely responsible for the security of the Customer Environment, including without limitation:
- Maintaining the security of Customer's own infrastructure, systems, networks, and applications;
- Implementing appropriate network access controls and firewall configurations;
- Managing identity and access management for Authorized Users, including provisioning, de-provisioning, and access reviews;
- Configuring the Services in accordance with security best practices and Servamind's documentation;
- Ensuring the security and confidentiality of Account credentials and API keys.
7.3 Shared Responsibility Model
Customer acknowledges and agrees that the security of Customer Data depends on both Servamind's security measures and Customer's security measures. Servamind shall not be liable for any security incidents, data breaches, or unauthorized access arising from Customer's failure to implement appropriate security measures within the Customer Environment.
7.4 Security Incidents
A "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data in Servamind's possession or control. Upon becoming aware of a Security Incident, Servamind shall: (a) notify Customer without undue delay, and in any event within seventy-two (72) hours where required by applicable law; (b) investigate the Security Incident and take reasonable steps to mitigate its effects; (c) cooperate with Customer in investigating and responding to the Security Incident; and (d) provide Customer with such information regarding the Security Incident as is reasonably necessary for Customer to fulfill its own notification obligations. Notwithstanding the foregoing, Servamind shall have no obligation to notify Customer of, or any liability for, security incidents that occur within the Customer Environment or that result from Customer's failure to maintain appropriate security measures.
8. Third-Party Services and Integrations
8.1 Third-Party Services
The Services may integrate with, rely upon, or enable access to third-party services, applications, platforms, and content, including without limitation Stripe for payment processing, Prometheus for analytics and monitoring, Auth UI for authentication services, and Google for advertising and analytics (collectively, "Third-Party Services").
8.2 No Responsibility for Third-Party Services
Servamind is not responsible for the availability, reliability, accuracy, completeness, or functionality of any Third-Party Services. Servamind makes no representations or warranties regarding any Third-Party Services and shall have no liability arising from or related to Customer's use of any Third-Party Services.
8.3 Third-Party Terms
Customer's use of Third-Party Services may be subject to separate terms and conditions, privacy policies, and other agreements between Customer and the applicable third-party provider. Customer is solely responsible for reviewing and complying with any such third-party terms.
8.4 API Changes
Third-party providers may modify, deprecate, or discontinue their APIs, services, or integrations at any time without notice to Servamind or Customer. Servamind shall not be liable for any disruption to the Services or loss of functionality resulting from changes to Third-Party Services.
9. Intellectual Property
9.1 Servamind Technology
Servamind and its licensors retain all right, title, and interest in and to the Services, Servamind Technology, and all improvements, modifications, enhancements, and derivative works thereof, including without limitation all algorithms, machine learning models, artificial intelligence systems, the .serva file format, software, source code, object code, APIs, documentation, specifications, designs, user interfaces, and all intellectual property rights therein. Except for the limited rights expressly granted to Customer under this Agreement, no right, title, or interest in or to the Services or Servamind Technology is transferred to Customer.
9.2 Customer Data
As set forth in Section 6.1, Customer retains all right, title, and interest in and to Customer Data. Servamind claims no ownership rights in Customer Data.
9.3 Feedback
If Customer or any Authorized User provides any Feedback to Servamind, Customer hereby assigns to Servamind all right, title, and interest in and to such Feedback, including all intellectual property rights therein. Servamind shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback without restriction, attribution, or compensation to Customer. Customer waives any moral rights or other rights of authorship in such Feedback.
9.4 No Implied Rights
Except for the limited rights expressly granted under this Agreement, neither party grants to the other party any right, title, or interest in or to its intellectual property, technology, or Confidential Information. All rights not expressly granted are reserved.
10. Fees and Payment
10.1 Fees
Customer shall pay all fees for the Services as set forth in the applicable Order Form or Servamind's published pricing at the time of purchase. All fees are quoted and payable in United States dollars unless otherwise specified. Servamind reserves the right to modify its published pricing at any time. For Customers on active subscriptions, Servamind shall provide at least thirty (30) days' advance notice of any fee increases, which shall take effect at the start of the next renewal term. Customer's continued use of the Services following such notice constitutes acceptance of the modified pricing.
10.2 Payment Terms
Unless otherwise specified in an applicable Order Form, all fees are due and payable within thirty (30) days of the invoice date. Customer shall make all payments by the method specified by Servamind.
10.3 Late Payment
Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the due date until the date of payment.
10.4 Suspension for Non-Payment
If Customer fails to pay any undisputed amounts when due, Servamind may, upon ten (10) days' prior written notice to Customer, suspend Customer's access to the Services until all outstanding amounts are paid in full. Such suspension shall not relieve Customer of its obligation to pay all amounts due.
10.5 Non-Refundable Fees
Except as expressly set forth in this Agreement or an applicable Order Form, all fees paid are non-refundable, and Customer shall not be entitled to any refund or credit for any unused portion of the Services.
10.6 Taxes
All fees are exclusive of any applicable taxes, duties, levies, or similar governmental assessments, including sales, use, value-added, and withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with Customer's purchases under this Agreement, excluding taxes based on Servamind's net income. If Servamind is required to collect or pay any Taxes, such Taxes shall be invoiced to Customer and paid by Customer unless Customer provides Servamind with a valid tax exemption certificate.
11. Confidentiality
11.1 Confidentiality Obligations
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose the other party's Confidential Information to any third party except as expressly permitted under this Agreement; (c) use the other party's Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement; and (d) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
11.2 Permitted Disclosures
A party may disclose the other party's Confidential Information to its employees, contractors, agents, and professional advisors who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein.
11.3 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party without any obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.
11.4 Compelled Disclosure
If the Receiving Party is compelled by law, regulation, or legal process to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only such Confidential Information as is legally required and shall use reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
11.5 Survival
The confidentiality obligations set forth in this Section 11 shall survive the termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
12. Warranties and Disclaimers
12.1 Mutual Warranties
Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement has been duly authorized, executed, and delivered and constitutes a valid and binding obligation enforceable against such party in accordance with its terms; and (c) the execution and performance of this Agreement does not conflict with any other agreement to which such party is bound.
12.2 Servamind Warranty
Servamind warrants that during the applicable subscription term, the Services will materially conform to the documentation made available by Servamind. Customer's sole and exclusive remedy for any breach of this warranty shall be, at Servamind's option, (a) repair or replacement of the non-conforming Services, or (b) termination of the affected Services and a pro-rata refund of any prepaid fees for the period following termination.
12.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND ALL SERVAMIND TECHNOLOGY ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SERVAMIND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SERVAMIND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SERVAMIND DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF ANY OUTPUTS, RESULTS, OR DATA GENERATED BY THE SERVICES.
12.4 AI Output Disclaimer
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE QUALITY, ACCURACY, AND RELIABILITY OF ANY OUTPUTS GENERATED BY THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AI-GENERATED OUTPUTS, ENCODED DATA, DECODED DATA, OR MODEL TRAINING RESULTS, DEPEND ON THE QUALITY, ACCURACY, AND COMPLETENESS OF CUSTOMER DATA AND CUSTOMER'S CONFIGURATION OF THE SERVICES. SERVAMIND DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY AI-GENERATED OUTPUTS. CUSTOMER BEARS SOLE RESPONSIBILITY FOR ANY DECISIONS, ACTIONS, OR CONSEQUENCES BASED ON OR ARISING FROM ANY OUTPUTS GENERATED BY THE SERVICES. SERVAMIND SHALL HAVE NO LIABILITY FOR ANY ERRORS, INACCURACIES, OR DEFICIENCIES IN ANY OUTPUTS.
13. Limitation of Liability
13.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF GOODWILL, LOST DATA, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SERVAMIND UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.3 Carve-outs
The limitations and exclusions set forth in Sections 13.1 and 13.2 shall not apply to: (a) either party's breach of its confidentiality obligations under Section 11; (b) either party's indemnification obligations under Section 14; (c) Customer's payment obligations under Section 10; (d) either party's willful misconduct, gross negligence, or fraud; or (e) either party's infringement or misappropriation of the other party's intellectual property rights.
13.4 Basis of the Bargain
THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 13 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 13 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
14. Indemnification
14.1 Indemnification by Customer
Customer shall indemnify, defend, and hold harmless Servamind and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third-party intellectual property rights, privacy rights, or other rights; (b) Customer's violation of any applicable law, regulation, or third-party rights; (c) Customer's breach of the acceptable use provisions set forth in Section 5; or (d) any products, services, or content provided by Customer to third parties.
14.2 Indemnification by Servamind
Servamind shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any third-party claim that the Services, as provided by Servamind and used by Customer in accordance with this Agreement, infringe or misappropriate any third-party patent, copyright, trademark, or trade secret. Notwithstanding the foregoing, Servamind shall have no obligation to indemnify Customer to the extent any claim arises from or relates to: (a) modification of the Services by Customer or any third party not authorized by Servamind; (b) combination of the Services with any third-party products, services, data, or technology not provided by Servamind, where the infringement would not have occurred but for such combination; (c) use of the Services in violation of this Agreement or applicable law; (d) Customer Data; or (e) Customer's use of any version of the Services other than the most current version made available by Servamind, where the infringement would have been avoided by use of such current version.
14.3 Indemnification Procedure
The indemnified party shall: (a) provide the indemnifying party with prompt written notice of any claim for which indemnification is sought; (b) grant the indemnifying party sole control of the defense and settlement of such claim; and (c) provide reasonable cooperation and assistance to the indemnifying party in the defense of such claim, at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes any liability, obligation, or restriction on the indemnified party without the indemnified party's prior written consent, which shall not be unreasonably withheld.
14.4 Sole Remedy for IP Infringement
If the Services are, or in Servamind's reasonable opinion are likely to become, the subject of an infringement claim, Servamind may, at its sole option and expense: (a) procure for Customer the right to continue using the Services; (b) modify the Services to make them non-infringing while maintaining substantially equivalent functionality; (c) replace the Services with a non-infringing alternative with substantially equivalent functionality; or (d) if none of the foregoing options are commercially reasonable, terminate the affected Services and refund to Customer any prepaid fees for the period following termination. This Section 14.4 sets forth Customer's sole and exclusive remedy for any claim of intellectual property infringement related to the Services.
15. Term and Termination
15.1 Term
The term of this Agreement shall commence on the date Customer first accepts this Agreement and shall continue for the period specified in the applicable Order Form. For self-service accounts without an Order Form, the term shall be month-to-month, automatically renewing on a monthly basis unless terminated in accordance with this Section 15.
15.2 Automatic Renewal Notice
BY SUBSCRIBING TO THE SERVICES, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM (OR ON A MONTH-TO-MONTH BASIS FOR SELF-SERVICE ACCOUNTS) AT SERVAMIND'S THEN-CURRENT RATES UNLESS CUSTOMER CANCELS BEFORE THE END OF THE THEN-CURRENT TERM. CUSTOMER AUTHORIZES SERVAMIND TO CHARGE THE APPLICABLE RECURRING FEES TO CUSTOMER'S DESIGNATED PAYMENT METHOD AT THE START OF EACH RENEWAL PERIOD.
Customer may cancel at any time through Customer's Account settings at serva.servamind.com or by contacting Servamind at legal@servamind.com. To avoid charges for the next renewal period, cancellation must be submitted prior to the renewal date. Cancellation will take effect at the end of the then-current billing period, and Customer will retain access to the Services through the end of such period.
15.3 Termination for Convenience
For month-to-month subscriptions, either party may terminate this Agreement for any reason or no reason upon thirty (30) days' prior written notice to the other party. For subscriptions with a fixed term specified in an Order Form, termination for convenience shall be governed by the terms of such Order Form.
15.4 Termination for Cause
Either party may terminate this Agreement immediately upon written notice to the other party if: (a) the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy, receivership, or similar proceeding; or (c) the other party ceases to conduct business in the normal course.
15.5 Effect of Termination
Upon termination or expiration of this Agreement: (a) Customer's right to access and use the Services shall immediately cease; (b) Customer shall immediately cease all use of the Services and Servamind Technology; (c) Servamind shall delete or destroy all Customer Data in its possession or control within thirty (30) days, except to the extent retention is required by applicable law; (d) each party shall return or destroy all Confidential Information of the other party in its possession or control; and (e) all accrued payment obligations shall survive and become immediately due and payable.
15.6 Survival
The following provisions shall survive any termination or expiration of this Agreement: Section 2 (Definitions), Section 6 (Customer Data and Data Governance) with respect to data deletion obligations, Section 9 (Intellectual Property), Section 10 (Fees and Payment) with respect to accrued obligations, Section 11 (Confidentiality), Section 12 (Warranties and Disclaimers), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 15.5 (Effect of Termination), Section 15.6 (Survival), Section 16 (Dispute Resolution), and Section 18 (General Provisions).
16. Dispute Resolution
16.1 Informal Resolution
Before initiating any formal dispute resolution proceeding, the parties shall attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (a "Dispute") through good-faith negotiations. Either party may initiate informal dispute resolution by providing written notice to the other party describing the Dispute and the relief sought. The parties shall engage in good-faith negotiations for a period of thirty (30) days following receipt of such notice before initiating any formal proceeding.
16.2 Binding Arbitration
If the parties are unable to resolve a Dispute through informal negotiations within the thirty (30) day period, such Dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The seat of arbitration shall be Wilmington, Delaware. The arbitrator shall have the authority to award any remedy or relief that would be available in a court of competent jurisdiction. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
16.3 Class Action Waiver
ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION. IF ANY PORTION OF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THEN THAT CLAIM OR REQUEST FOR RELIEF SHALL BE SEVERED, AND ALL REMAINING CLAIMS AND REQUESTS FOR RELIEF SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS.
16.4 Small Claims Exception
Notwithstanding the foregoing, either party may bring an individual action in small claims court for Disputes within the jurisdiction of such court.
16.5 Injunctive Relief
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of such party's intellectual property rights or Confidential Information. The parties agree that any such action shall not be subject to the arbitration provisions of this Section 16.
17. Export Control
17.1 Export Compliance
Customer acknowledges that the Services and Servamind Technology may be subject to export control and sanctions laws and regulations of the United States and other jurisdictions, including the Export Administration Regulations (EAR) and the regulations administered by the Office of Foreign Assets Control (OFAC). Customer shall comply with all applicable export control and sanctions laws and regulations in connection with Customer's use of the Services.
17.2 Prohibited Use
Customer represents and warrants that: (a) Customer is not located in, organized under the laws of, or a resident of any country or territory that is subject to comprehensive U.S. economic sanctions; (b) Customer is not identified on any U.S. government restricted party list; and (c) Customer shall not use the Services in violation of any applicable export control or sanctions laws or regulations.
18. General Provisions
18.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
18.2 Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from circumstances beyond such party's reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, or failures of third-party telecommunications or power supply.
18.3 Assignment
Customer may not assign or transfer this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without Servamind's prior written consent. Any attempted assignment in violation of this Section shall be null and void. Servamind may assign this Agreement without Customer's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
18.4 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.
18.5 Waiver
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
18.6 Notices
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) when sent by confirmed email; (c) one (1) business day after being sent by overnight courier; or (d) three (3) business days after being mailed by certified or registered mail, return receipt requested. Notices to Customer shall be sent to the email address on file with Customer's Account. Notices to Servamind shall be sent to: Servamind Inc., 2810 N Church St, PMB 462978, Wilmington, Delaware 19802-4447, Attention: Legal Department, Email: legal@servamind.com.
18.7 Entire Agreement
This Agreement, together with all Order Forms, the Data Processing Agreement, any applicable Service Level Agreement, and the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, relating to such subject matter. In the event of any conflict between this Agreement and any Order Form, the Order Form shall control with respect to the specific Services covered by such Order Form.
18.8 Amendment
Servamind reserves the right to modify this Agreement at any time by posting the revised Agreement on its website or by providing notice to Customer. Servamind shall provide at least thirty (30) days' advance notice of any material changes to this Agreement. Customer's continued use of the Services following the effective date of any such modification constitutes Customer's acceptance of the modified Agreement. If Customer does not agree to the modified Agreement, Customer must cease using the Services and terminate the Account.
18.9 Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on behalf of the other party.
Contact Information
For questions regarding this Agreement or the Services, please contact:
Servamind Inc.
2810 N Church St, PMB 462978
Wilmington, Delaware 19802-4447 United States
Email: legal@servamind.com