Terms of service
v03302026
DarcyIQ Terms of Service and End User License Agreement
Version 03302026 — Effective March 30, 2026
These Terms of Service and End User License Agreement (these "Terms") govern your access to and use of the DarcyIQ platform and related services (the "Platform") provided by Innovative Data Processing Solutions LLC, a Delaware limited liability company with offices at 4545 East River Road, Suite 100, West Henrietta, NY 14586, USA ("Innovative," "we," "us," or "our").
These Terms constitute a legally binding agreement. By creating an account, accessing, or using the Platform — whether as an organizational Customer, an Authorized User provisioned by a Customer, or an individual user accessing the Platform directly — you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Platform.
If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "Customer" refers to that organization. If you are an individual using the Platform, "you" refers to you personally, and you are both the Customer and the User.
These Terms may be accepted electronically, including by electronic signature, click-through acceptance, account creation, or commencement of use of the Platform, and such electronic acceptance shall have the same legal force and effect as a handwritten signature.
ARTICLE 1 — DEFINITIONS
1.1 "Agreement" means any order form, subscription agreement, statement of work, or other written agreement between Innovative and Customer that references these Terms and specifies the services, subscription tier, and fees applicable to Customer's use of the Platform.
1.2 "AI Outputs" means all outputs, responses, recommendations, analyses, documents, summaries, transcripts, and other content generated by the Platform's artificial intelligence and machine learning systems in response to User inputs.
1.3 "Authorized Users" means Customer's employees, contractors, and agents who are authorized by Customer to access and use the Platform under Customer's account.
1.4 "Confidential Information" means any non-public information disclosed by either party in connection with these Terms or any Agreement 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, including without limitation pricing, technical information, business strategies, customer information, and the terms of any Agreement.
1.5 "Consumer" means a natural person who is acting for purposes outside of their trade, business, craft, or profession and who is entitled to consumer protection under the laws of their jurisdiction. Whether a User qualifies as a Consumer is determined by the applicable law of the User's jurisdiction. For the avoidance of doubt, an individual who accesses the Platform through their employer's or organization's subscription is using the Platform for business purposes and is not a Consumer with respect to such use, regardless of whether such individual would otherwise qualify as a Consumer under applicable law.
1.6 "Customer" means the organization or individual that subscribes to the Platform and is responsible for payment and account administration. Where an organization subscribes, the organization is the Customer. Where an individual subscribes for personal use, that individual is both the Customer and a User.
1.7 "Customer Data" means all data, content, files, documents, recordings, transcripts, and other materials that Customer or any User uploads to, creates within, or inputs into the Platform, including without limitation project content, knowledge base materials, meeting recordings, and integration data. Customer Data does not include AI Outputs or Platform-generated analytics.
1.8 "Innovative Providers" means Innovative's affiliates, licensors, infrastructure providers (including Amazon Web Services, Inc.), AI model providers (including any third-party large language model providers), subprocessors, distributors, and other service providers involved in the delivery of the Platform.
1.9 "Platform" means the DarcyIQ software-as-a-service platform as described at https://darcyiq.com and documented at https://docs.darcyiq.com, including all features, tools, APIs, integrations, and services made available through the Platform.
1.10 "Reseller" means a third party authorized by Innovative to resell access to the Platform under a separate reseller agreement with Innovative.
1.11 "Subscription Term" means the period during which Customer has a valid, paid subscription to the Platform, as specified in the applicable Agreement or subscription plan.
1.12 "User" means any individual who accesses or uses the Platform, whether as an Authorized User provisioned by a Customer, an individual who has subscribed directly, or an end user provisioned by a Reseller's End Customer. Each User is individually bound by these Terms.
ARTICLE 2 — ACCOUNT REGISTRATION, ACCESS, AND END USER ACCEPTANCE
2.1 Account Creation. To access the Platform, Customer must create an account by providing accurate, complete, and current registration information. Customer shall update its account information promptly upon any change.
2.2 Individual User Acceptance. Each User must individually accept these Terms before accessing the Platform. Acceptance occurs when a User: (a) clicks "I Agree," "Accept," or a similar affirmative button presented during account creation or first login; (b) creates a user account on the Platform; or (c) accesses or uses the Platform in any manner. By accepting these Terms, each User agrees to be personally bound by the provisions of these Terms applicable to Users, including without limitation Articles 7 (Intellectual Property), 8 (Artificial Intelligence), 11 (Acceptable Use), and the warranty disclaimers and liability limitations in Articles 16 and 17.
2.3 Business Use Acknowledgment. The Platform is designed and intended for business and professional use. Each User acknowledges that: (a) the Platform is a productivity and business intelligence tool, not a consumer product; (b) if a User accesses the Platform through an organizational subscription (as an Authorized User or through a Reseller's End Customer), such access is for business purposes and the User is not a Consumer with respect to such use; (c) the warranty disclaimers, liability limitations, and indemnification provisions in these Terms are reasonable and appropriate given the business and professional context of the Platform; and (d) the User has had the opportunity to review these Terms before accepting them.
2.4 Account Security. Customer and each User are responsible for maintaining the confidentiality of their account credentials and for all activity that occurs under their accounts. Customer and Users shall implement and maintain reasonable security measures, including strong password policies and multi-factor authentication when available. Customer and Users shall promptly notify Innovative at contracts@darcyiq.com of any unauthorized use of an account or any other security breach.
2.5 Authorized Users. Customer may provision access for Authorized Users in accordance with its subscription plan. Customer is responsible for all actions taken by its Authorized Users and shall ensure that each Authorized User complies with these Terms. Customer shall promptly deactivate accounts for any Authorized User who is no longer authorized to access the Platform.
2.6 User Permissions. The Platform supports the following permission levels: (a) Organization Owner — full administrative access; (b) Organization Admin — management of users and settings; (c) Member — standard access to organization resources; and (d) Read-only — limited access for viewing specific resources. Customer is responsible for assigning appropriate permission levels to its Users.
2.7 Reseller Accounts. If Customer's access to the Platform was provisioned by a Reseller, Customer's commercial relationship (including billing, pricing, and first-line support) is governed by Customer's agreement with such Reseller, not by these Terms. These Terms govern Customer's and each User's use of the Platform regardless of whether the account was provisioned directly by Innovative or by a Reseller. In the event of any conflict between these Terms and Customer's agreement with a Reseller regarding Platform usage, these Terms shall govern with respect to Platform access and conduct; all commercial matters (pricing, billing, support escalation) are governed by Customer's agreement with the Reseller.
2.8 Age Requirements.
(a) United States and Canada. The Platform is not intended for use by individuals under the age of thirteen (13). If you are under 13, you may not create an account or use the Platform. If you are between 13 and 18 (or the age of majority in your jurisdiction), you may use the Platform only with the consent and supervision of a parent or legal guardian who agrees to these Terms on your behalf.
(b) European Economic Area, United Kingdom, Switzerland, and Norway. The Platform is not intended for use by individuals under the age of sixteen (16), or such lower age as may be specified by the applicable member state under Article 8 of the GDPR (but in no event below the age of thirteen (13)). If you are below the applicable age threshold in your jurisdiction, you may not create an account or use the Platform. If you are between the applicable age threshold and the age of eighteen (18), you may use the Platform only with verifiable consent of a parent or legal guardian.
(c) General. Innovative does not knowingly collect personal data from individuals below the applicable minimum age. If Innovative discovers that an account has been created by or for an individual below the applicable minimum age without proper consent, Innovative may immediately suspend or terminate such account and delete associated data.
ARTICLE 3 — SUBSCRIPTION PLANS AND FEES
3.1 Subscription Plans. The Platform is available under the subscription plans and pricing published at https://darcyiq.com/pricing, as may be updated by Innovative from time to time. Customer's subscription plan, fees, and included features are specified in the applicable Agreement, order form, or self-service subscription selection.
3.2 Usage-Based Charges. Certain Platform features are subject to usage-based charges on a consumption basis, including without limitation AI processing credits, storage overages, and API call volumes, at the rates published at https://darcyiq.com/pricing. Innovative shall provide Customer with reasonable visibility into usage-based consumption through the Platform's administrative dashboard.
3.3 Pricing Changes. Innovative may update subscription pricing and usage-based rates from time to time. For existing customers on an active Subscription Term, pricing changes shall take effect at the start of the next renewal period. Innovative shall provide at least thirty (30) days' notice of any pricing changes applicable to Customer's subscription.
3.4 Taxes. All fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, and other taxes, duties, and levies arising from Customer's use of the Platform, other than taxes on Innovative's net income.
3.5 Right of Withdrawal for EEA, UK, Swiss, and Norwegian Consumers.
(a) If you are a Consumer located in the European Economic Area, the United Kingdom, Switzerland, or Norway, you may have a statutory right to withdraw from a distance contract within fourteen (14) days of entering into these Terms without giving any reason (the "Withdrawal Period").
(b) Exception for Digital Content. By accessing or using the Platform during the Withdrawal Period, you expressly consent to the provision of digital content (the Platform services) before the end of the Withdrawal Period and acknowledge that you thereby lose your right of withdrawal to the extent permitted by Directive 2011/83/EU (as implemented in your jurisdiction), the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, or equivalent local law.
(c) How to Withdraw. If you wish to exercise your right of withdrawal before accessing the Platform, you may do so by contacting Innovative at contracts@darcyiq.com with a clear statement of your decision to withdraw. Innovative will refund any fees paid within fourteen (14) days of receiving your withdrawal notice.
ARTICLE 4 — PAYMENT
4.1 Payment Terms. Customer shall pay all fees in accordance with the payment terms specified in the applicable Agreement or subscription plan. If no payment terms are specified, all invoices are due within fifteen (15) calendar days of the invoice date.
4.2 Payment Authorization. Customer authorizes Innovative to charge the payment method on file for all fees and other amounts due. Customer shall maintain a valid payment method at all times and shall update it promptly upon any change.
4.3 Late Payments. If Customer fails to pay any invoice within five (5) days of the applicable due date, Innovative may restrict, suspend, limit, or terminate Customer's access to the Platform immediately upon notice to Customer. Any invoice not timely paid shall bear a contractual late charge from the due date of the invoice in an amount equal to 1.3% per month of the overdue amount (or, for Consumers in jurisdictions where a lower statutory maximum applies, the maximum rate permitted by applicable law). The parties acknowledge that this late charge is a contractual fee and not interest, and is a reasonable estimate of Innovative's administrative costs and losses associated with late payment.
4.4 Billing Disputes. Customer shall notify Innovative in writing of any good-faith billing dispute within thirty (30) calendar days of the invoice date, specifying the basis for the dispute in reasonable detail. Customer shall pay all undisputed amounts by the due date. Failure to timely dispute an invoice shall constitute acceptance of the invoice as accurate and due. Customer shall not initiate a chargeback or dispute with its financial institution without first providing written notice to Innovative and allowing Innovative ten (10) business days to respond and attempt to resolve the dispute.
4.5 Payment Application. Innovative shall apply all payments received first against any late charges, expenses (including attorneys' fees), and contractual fees, then to the principal amounts due starting with the oldest invoice(s).
4.6 Collection Costs. Customer shall reimburse Innovative for its reasonable attorneys' fees and other costs and expenses incurred to collect any past-due amounts. This Section 4.6 does not apply to Consumers in jurisdictions where such provisions are prohibited by mandatory consumer protection law.
ARTICLE 5 — PLATFORM SERVICES
5.1 Access Grant. Subject to Customer's and each User's compliance with these Terms and Customer's payment of all applicable fees, Innovative grants Customer and its Users a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the Subscription Term for Customer's internal business purposes, or for a User's individual purposes if the User is also the Customer.
5.2 Platform Features. The Platform includes, as applicable to Customer's subscription plan: (a) AI-powered chat assistant and conversational AI capabilities; (b) meeting recording, transcription, and AI-generated summaries with real-time coaching; (c) research reports and prospecting agents for company and market research; (d) projects with dedicated workspaces, isolated knowledge bases, and team collaboration; (e) storyboards for AI-generated presentations with slideshow functionality; (f) scoping and estimation tools for project planning; (g) MCP Studio for building, deploying, and managing AI-powered integrations with third-party systems; (h) blueprints for document templates with AI-assisted form filling and document generation; (i) lists for structured data tables with AI-powered columns that research and enrich data; (j) knowledge bases for searchable document repositories; (k) AI workflows for custom automation; (l) third-party integrations with CRM systems, communication platforms, and other business tools; (m) public sharing capabilities for artifacts and content; (n) AWS partner features including funding discovery and submission tools; and (o) such other features as Innovative may make available from time to time. Availability of specific features depends on Customer's subscription tier.
5.3 Platform Updates. Innovative reserves the right to update, modify, enhance, or discontinue features of the Platform at its discretion to improve functionality, security, and user experience. Innovative will communicate breaking changes that require downtime to Customer in advance. Innovative may roll out new features incrementally.
5.4 AWS Infrastructure. The Platform is hosted on Amazon Web Services, Inc. ("AWS") infrastructure within accounts operated by Innovative. Customer acknowledges that Innovative may use AWS and other third-party infrastructure providers to deliver the Platform. Innovative shall not be responsible or liable for any acts or omissions of AWS or other infrastructure providers, including without limitation any restriction, limitation, or termination that may affect the Platform's availability.
5.5 Automated Actions and Agentic Features. The Platform may include features that enable AI-powered agents, automated workflows, MCP server integrations, and other capabilities that take actions on Customer's or Users' behalf, including without limitation sending communications, retrieving or modifying data in third-party systems, executing automated processes, and interacting with external services (collectively, "Automated Actions"). Customer and each User acknowledge and agree that: (a) Automated Actions are initiated at Customer's or User's direction and Innovative acts solely as a technology provider; (b) Customer and each User are solely responsible for configuring, authorizing, monitoring, and supervising all Automated Actions; (c) Innovative is not responsible for the consequences of any Automated Action, including any errors, data modifications, communications sent, or other outcomes resulting from Automated Actions, whether or not such outcomes were intended by Customer or User; (d) Customer and each User assume all risk associated with enabling and using Automated Actions; and (e) MCP-based Automated Actions are subject to the additional terms and risks set forth in Section 5.6. Customer shall ensure that appropriate human oversight is maintained over all Automated Actions, particularly those that interact with production systems, send external communications, or modify data in third-party services.
5.6 MCP Studio Integrations.
(a) General. The Platform's MCP Studio feature enables Customer to create, configure, and deploy integrations with third-party systems using the Model Context Protocol ("MCP"). MCP integrations allow the Platform to connect to and interact with external services, databases, APIs, and other systems that Customer designates.
(b) Third-Party Code Execution. MCP integrations involve the execution of code, scripts, and software components that are developed, hosted, and controlled by third parties unaffiliated with and outside the control of Innovative. Customer acknowledges and agrees that: (i) Innovative does not develop, control, audit, review, or warrant the security, functionality, performance, or behavior of any third-party MCP server, connector, or integration code; (ii) third-party MCP code may contain bugs, security vulnerabilities, malicious components, or other defects that could harm Customer's systems, data, or operations; (iii) Innovative has no ability to prevent, detect, or remediate issues in third-party MCP code; (iv) Customer uses all third-party MCP code entirely at Customer's own risk; and (v) Innovative shall have no liability whatsoever for any harm, loss, expense, or damage arising from the execution of third-party MCP code, regardless of whether such code was obtained from a public repository, a commercial marketplace, or any other source.
(c) Extraordinary Expenses and Unpredictable Costs. Customer acknowledges that MCP integrations can result in substantial and unpredictable expenses, including without limitation: (i) if Customer uses Customer Models (as described in Section 5.9), MCP integrations may trigger extensive AI model usage that can result in extraordinary and unanticipated charges from Customer's AI model provider, including charges that far exceed Customer's typical or expected usage levels; (ii) MCP integrations may connect to and consume paid third-party services, APIs, or platforms, resulting in charges from such third parties that Customer may not anticipate or control; (iii) MCP integrations may perform operations that consume significant cloud infrastructure resources, resulting in charges from cloud providers; (iv) the volume, frequency, and nature of operations performed by MCP integrations may be difficult to predict or control, and a single MCP session or workflow could generate substantial charges; and (v) Innovative does not monitor, limit, or control the expenses that MCP integrations may incur on Customer's behalf, and Innovative shall have no liability for any expenses, charges, or costs incurred through Customer's use of MCP integrations. Customer is solely responsible for monitoring and controlling all costs associated with MCP integrations, including implementing usage limits, budgets, and alerts with Customer's third-party service providers.
(d) Performance and Operational Impacts. Customer acknowledges that MCP integrations may cause or contribute to: (i) performance degradation, slowdowns, or outages in the third-party systems and services that Customer connects to; (ii) excessive API calls, data transfers, or resource consumption that may violate the terms of service of third-party platforms or result in throttling, suspension, or termination of Customer's accounts with such platforms; (iii) unintended or unauthorized modifications to data in connected systems; (iv) conflicts with other integrations, automations, or processes operating on connected systems; and (v) any other operational issues affecting Customer's infrastructure, third-party services, or the Platform itself. Innovative shall have no liability for any performance issues, service disruptions, data modifications, account suspensions, or other operational impacts arising from Customer's MCP integrations.
(e) Customer Responsibilities. Customer is solely responsible for: (i) selecting, evaluating, and vetting all third-party MCP servers, connectors, and integration code before use; (ii) maintaining, securing, and rotating any API keys, credentials, or access tokens stored in or used by MCP configurations; (iii) monitoring and controlling all costs and expenses associated with MCP integrations; (iv) ensuring that MCP integrations comply with the terms of service of all connected third-party platforms; (v) implementing appropriate safeguards, rate limits, and human oversight for all MCP-enabled operations; and (vi) promptly disabling any MCP integration that causes or may cause harm, unexpected expenses, or operational issues.
(f) No Innovative Control or Responsibility. Innovative does not control and is not responsible for: (i) the availability, functionality, security, or API specifications of any third-party system that Customer chooses to integrate; (ii) the behavior, output, or consequences of any third-party MCP code; (iii) any changes to third-party APIs, terms of service, or pricing that may affect MCP integrations; (iv) any MCP that ceases to function due to factors outside Innovative's control; or (v) any expenses, charges, or costs incurred through MCP integrations.
(g) Customer-Hosted MCP Deployments. If Customer elects to deploy MCPs to Customer's own cloud infrastructure: (i) Customer is solely responsible for the security, compliance, operation, and cost of such infrastructure; (ii) Innovative's data processing obligations under Article 10 apply only to data processed on Innovative's infrastructure; and (iii) Customer acknowledges that Innovative has no visibility into or control over Customer-hosted MCP deployments.
(h) Indemnification. Customer shall indemnify, defend, and hold harmless Innovative and the Innovative Providers from any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Customer's MCP configurations or the actions taken by MCPs on Customer's behalf; (ii) any harm, loss, or damage caused by third-party MCP code; (iii) any expenses, charges, or costs incurred through MCP integrations; (iv) any performance issues, service disruptions, or operational impacts affecting third-party systems connected through MCP; (v) any violation of third-party terms of service resulting from MCP usage; and (vi) any data breaches, security incidents, or other harms arising from MCP integrations.
5.7 Meeting Recording, Transcription, and AI Processing.
(a) Recording and AI Processing Consent. Customer and each User are solely responsible for ensuring compliance with all applicable laws regarding the recording, monitoring, and transcription of communications, including all applicable one-party and two-party (all-party) consent laws in the jurisdictions where meeting participants are located. Customer and each User acknowledge that recording a meeting and processing the recording with artificial intelligence may require separate legal bases or consents under applicable law. Before using the Platform's meeting recording, transcription, or AI-generated summary features, Customer and each User shall: (i) obtain all consents required by applicable law from all meeting participants for both the recording of the meeting and the AI processing of the recording; (ii) provide clear and conspicuous notice to all participants that the meeting is being recorded and that the recording will be processed by artificial intelligence systems to generate transcripts, summaries, and other AI Outputs; and (iii) comply with any applicable employer, organizational, or jurisdictional requirements regarding recording and AI processing consent.
(b) Voice Data and Biometric Information. The Platform's meeting transcription features may, depending on the features enabled and the third-party service providers used by Innovative, process voice recordings to extract or generate data about participants' voice characteristics for purposes such as speaker identification and differentiation ("Voice Data"). This processing, if applicable, may be performed by third-party service providers on Innovative's behalf and may not occur for all recordings or with all features. Innovative may modify, add, or discontinue features involving Voice Data processing at any time without notice. Customer and each User acknowledge that, to the extent Voice Data is processed, such data may constitute "biometric identifiers" or "biometric information" under the laws of certain jurisdictions, including without limitation the Illinois Biometric Information Privacy Act (BIPA), the Texas Capture or Use of Biometric Identifier Act (CUBI), and similar state, federal, or international laws. Because the activation of Voice Data processing may vary by feature configuration and may change over time, Customer is solely responsible for providing any notices and obtaining any consents required by applicable biometric data laws before using any of the Platform's meeting recording or transcription features, regardless of whether Voice Data processing is active for any particular recording. Innovative shall have no liability for Customer's or any User's failure to comply with applicable biometric data laws.
(c) Platform Role; Meeting Platform Responsibility. The Platform joins meetings as a participant at the direction of Customer or a User. The Platform does not provide, host, or control the meeting itself — the meeting is hosted on a third-party platform (such as Zoom, Microsoft Teams, or Google Meet) that is outside Innovative's control. Innovative is not responsible for the third-party meeting platform's recording notifications, consent mechanisms, participant management tools, or privacy practices.
(d) Participant Objections and Removal. If any meeting participant objects to being recorded or to the Platform's presence in a meeting, it is the sole responsibility of Customer or the User who initiated the recording to address such objection. The ability to admit, remove, or manage participants — including the Platform's meeting bot — is controlled by the meeting host through the third-party meeting platform's settings and participant management controls. Customer and each User are solely responsible for removing the Platform from any meeting when requested by a participant. Innovative has no obligation to monitor for, detect, or respond to participant objections during meetings, and shall have no liability arising from a participant's objection to recording.
(e) Review Before Sharing. Customer and each User shall review and verify all AI-generated meeting transcripts, summaries, action items, and other meeting-related AI Outputs for accuracy before sharing them with any third party or relying on them for business decisions. AI-generated meeting content may contain errors, misattributions, and fabrications, and should not be treated as a verbatim record or official minutes of any meeting without human verification and correction.
(f) Privileged and Confidential Communications. CUSTOMER AND EACH USER ACKNOWLEDGE THAT USING THE PLATFORM'S RECORDING AND TRANSCRIPTION FEATURES IN MEETINGS INVOLVING ATTORNEY-CLIENT PRIVILEGED COMMUNICATIONS, ATTORNEY WORK PRODUCT, LEGALLY PRIVILEGED DISCUSSIONS, OR OTHER CONFIDENTIAL COMMUNICATIONS PROTECTED BY LAW MAY RESULT IN THE WAIVER OF SUCH PRIVILEGES OR PROTECTIONS. INNOVATIVE STRONGLY RECOMMENDS THAT CUSTOMERS CONSULT WITH LEGAL COUNSEL BEFORE RECORDING OR TRANSCRIBING ANY MEETING THAT MAY INVOLVE PRIVILEGED OR LEGALLY PROTECTED COMMUNICATIONS. INNOVATIVE SHALL HAVE NO LIABILITY FOR ANY LOSS OF PRIVILEGE OR CONFIDENTIALITY PROTECTIONS RESULTING FROM CUSTOMER'S OR ANY USER'S USE OF THE PLATFORM'S RECORDING OR TRANSCRIPTION FEATURES.
(g) Indemnification. Customer shall indemnify, defend, and hold harmless Innovative and the Innovative Providers from any claims, fines, penalties, or regulatory actions arising from Customer's or any User's: (i) failure to obtain required recording, AI processing, or biometric data consents; (ii) violation of any applicable recording consent, wiretapping, or biometric data law; or (iii) any loss of attorney-client privilege or other legal protections resulting from Customer's use of the Platform's recording or transcription features.
5.8 Document Templates and Blueprints. The Platform provides document templates and AI-assisted document generation features (including the Blueprints feature). Customer and each User acknowledge that: (a) document templates are provided for convenience only and are not warranted to be legally compliant, complete, or suitable for any particular purpose; (b) AI-generated documents may contain errors, omissions, or inappropriate provisions; (c) Customer and each User are solely responsible for reviewing, modifying, and approving all documents before use; (d) Innovative is not a law firm and does not provide legal advice; and (e) Customer shall indemnify Innovative for any claims arising from Customer's use of any document generated through the Platform.
5.9 Customer-Provided AI Models. If Customer elects to use Customer's own AI models or services (such as Amazon Bedrock) in connection with the Platform ("Customer Models"): (a) Customer is solely responsible for the configuration, security, and costs of Customer Models; (b) Customer Data may be transmitted to and processed by Customer Models in accordance with Customer's configuration, and Innovative's data processing obligations under Article 10 apply only to data processed by Innovative's systems; (c) Innovative makes no warranty regarding the accuracy, quality, or performance of outputs generated by Customer Models; (d) Customer acknowledges that MCP integrations (Section 5.6) may trigger extensive AI model usage that can result in extraordinary and unanticipated charges from Customer's AI model provider, and Innovative shall have no liability for such charges; and (e) Customer shall indemnify Innovative for any claims arising from Customer's use of Customer Models.
5.10 AWS Partner Features. If Customer subscribes to an AWS Partner Edition or uses AWS-related features (including AWS funding discovery, POC discovery, or submission tools): (a) Innovative provides tools and guidance but does not guarantee that Customer will qualify for or receive any AWS funding, credits, or program benefits; (b) Customer is solely responsible for complying with all AWS program requirements, terms, and conditions; (c) Innovative is not responsible for AWS's decisions regarding funding eligibility or amounts; and (d) AWS funding programs are subject to change by AWS without notice to Innovative.
5.11 Beta and Preview Features. Innovative may from time to time offer features, tools, or services designated as "beta," "preview," "experimental," "early access," or similar designations ("Beta Features"). Beta Features are provided for evaluation purposes only and may be incomplete, contain errors, or be unreliable. Innovative makes no warranties of any kind with respect to Beta Features, and the warranty disclaimers in Article 16 apply with full force. Beta Features are not covered by any uptime commitment, support response time target, or service credit. Innovative may modify, suspend, or discontinue any Beta Feature at any time without notice and without liability to Customer or any User. Customer's and each User's use of Beta Features is at their sole risk, and Innovative's liability with respect to Beta Features is limited to the fullest extent permitted by applicable law.
ARTICLE 6 — CUSTOMER DATA AND CONTENT
6.1 Customer Ownership. As between the parties, Customer retains all right, title, and interest in and to its Customer Data. Innovative acquires no ownership interest in Customer Data by virtue of these Terms.
6.2 License to Innovative. Customer grants Innovative a limited, non-exclusive, worldwide license to use, process, store, transmit, and display Customer Data solely as necessary to provide and improve the Platform and to perform Innovative's obligations under these Terms. This license terminates upon the deletion of Customer Data from the Platform or upon termination of Customer's account.
6.3 Data Categories. The Platform stores the following categories of data: (a) User Data — profile information, preferences, and authentication details; (b) Organization Data — company information, member lists, and settings; (c) Project Data — AI project configurations, inputs, and outputs; (d) Document Data — generated documents, templates, and revision history; (e) Meeting Data — meeting records, transcripts, and summaries; and (f) Integration Data — connection details and data from third-party services.
6.4 No Use of Customer Data for Model Training. Innovative shall not use Customer Data to train, fine-tune, or modify the weights of any AI or machine learning model, whether general-purpose or specific to the Platform, without Customer's prior written consent. Innovative may use Customer Data for the following limited operational purposes only: (a) analyzing Platform usage patterns and performance metrics to identify and resolve technical issues; (b) improving the user interface, navigation, features, and non-AI functionality of the Platform; (c) improving the quality, accuracy, and relevance of AI-generated responses across the Platform, solely through the standard service improvement processes provided by Innovative's upstream AI model providers (such as aggregated usage analytics, automated quality metrics, and feedback signals), and not through any direct fine-tuning, training, or modification of AI model weights using Customer Data; and (d) responding to specific support requests or technical issues reported by Customer. For the avoidance of doubt, the permitted operational uses described above do not include any direct use of Customer Data as training data, any modification of AI model weights based on Customer Data, or any process that would make the content of Customer Data accessible to other customers of the Platform. Innovative's use of Customer Data under this Section shall not exceed the data handling practices of Innovative's upstream AI model and infrastructure providers as applied to Innovative's accounts with such providers.
6.5 Data Sharing. Innovative shall not sell Customer Data to any third party. Innovative may share Customer Data with infrastructure partners (such as AWS), database providers (such as Supabase), authentication providers (such as Auth0), and integration partners (such as Salesforce and video conferencing platforms) solely as necessary to deliver the Platform. All such partners are bound by data protection obligations as set forth in Article 10.
6.6 Data Retention. Customer Data will be retained for as long as Customer maintains an active account and for a period of thirty (30) days following termination or expiration of Customer's subscription, during which Customer may export its data as set forth in Section 6.7. After this retention period, Innovative may delete Customer Data in accordance with its data retention policies and applicable law.
6.7 Data Export. Upon request, Innovative will provide Customer with the ability to export Customer Data in a commonly used, structured, machine-readable format (such as CSV, JSON, or equivalent) as selected by Innovative. Data export is available for up to twelve (12) months of historical data. Data older than twelve (12) months may not be available for export and may be subject to deletion in accordance with Innovative's data retention policies.
6.8 User-Generated Content. Users are solely responsible for the content they upload, create, or input into the Platform. Users represent and warrant that they have all necessary rights and permissions to use and share such content through the Platform, and that such content does not violate any applicable law or the rights of any third party.
6.9 Recording and Transcript Deletion. Customer and Authorized Users may delete individual meeting recordings, transcripts, and AI-generated meeting summaries through the Platform's administrative controls at any time. Upon deletion by Customer or an Authorized User, Innovative shall permanently remove the deleted content from all active production systems within thirty (30) days. This deletion commitment does not apply to backup and disaster recovery systems, from which deleted content will be purged through normal backup rotation cycles. Deletion does not affect copies that have been downloaded by Customer or Users, or shared with third parties prior to deletion, for which Customer remains solely responsible.
6.10 Public Sharing. The Platform may allow Customer or Users to share certain content, documents, or artifacts publicly. Customer and each User acknowledge that: (a) publicly shared content is accessible to anyone with the sharing link and is not protected by access controls; (b) Customer and each User are solely responsible for determining whether content is appropriate for public sharing; (c) Customer and each User shall not share confidential, proprietary, or legally privileged content publicly; (d) Innovative may, but is not obligated to, remove publicly shared content that violates these Terms or applicable law; and (e) Customer shall indemnify Innovative for any claims arising from Customer's or any User's public sharing of content.
ARTICLE 7 — INTELLECTUAL PROPERTY
7.1 Platform Ownership. As between the parties, Innovative owns and retains all right, title, and interest in and to the Platform, including all software, source code, object code, algorithms, databases, documentation, user interfaces, designs, trademarks, and all intellectual property rights therein. These Terms do not transfer any ownership interest in the Platform or any component thereof to Customer or any User.
7.2 AI Output Ownership. Subject to Innovative's underlying intellectual property rights in the Platform and its AI models, content generated through the Platform using Customer Data is owned by Customer's organization (or by the individual User, if the User is also the Customer). The Platform's code, design, proprietary algorithms, and AI models remain the property of Innovative. Third-party integrations are subject to their respective terms of service.
7.3 Restrictions. Customer and each User shall not, and shall not permit any third party to:
(a) copy, reproduce, modify, adapt, translate, or create derivative works of the Platform or any component thereof;
(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, trade secrets, or underlying structure of the Platform;
(c) access the Platform for the purpose of building a competitive product or service, or for benchmarking purposes intended to be disclosed to a competitor of Innovative;
(d) scrape, crawl, or otherwise extract data from the Platform in bulk or in any automated manner not expressly authorized by Innovative;
(e) remove, alter, or obscure any proprietary notices, labels, or marks on or in the Platform;
(f) sublicense, sell, resell, transfer, assign, or otherwise dispose of any rights in the Platform, except as expressly authorized under a separate reseller agreement with Innovative;
(g) use the Platform to develop, train, or improve any artificial intelligence or machine learning model, algorithm, or system outside the Platform without Innovative's prior written consent;
(h) attempt to gain unauthorized access to any portion of the Platform or its related systems or networks; or
(i) use the Platform in any manner that violates applicable law or the acceptable use provisions of Article 11.
7.4 Feedback. If Customer or any User provides Innovative with suggestions, ideas, or feedback regarding the Platform ("Feedback"), such Feedback is assigned to Innovative, and Innovative may use such Feedback for any purpose without restriction or compensation.
ARTICLE 8 — ARTIFICIAL INTELLIGENCE AND AI OUTPUTS
> IMPORTANT NOTICE: THE PLATFORM USES ARTIFICIAL INTELLIGENCE. AI OUTPUTS MAY BE INACCURATE, INCOMPLETE, BIASED, OR MISLEADING. THE PLATFORM IS NOT INTENDED FOR MEDICAL DIAGNOSIS OR TREATMENT, OR FOR ANY APPLICATION WHERE ERRORS COULD CAUSE SERIOUS HARM. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ALL AI OUTPUTS AND FOR ANY DECISIONS OR ACTIONS YOU TAKE BASED ON THEM. INNOVATIVE AND ITS PROVIDERS ACCEPT NO RESPONSIBILITY FOR THE CONSEQUENCES OF YOUR RELIANCE ON AI OUTPUTS.
8.1 Nature of AI-Generated Content; Important Disclaimer. The Platform incorporates artificial intelligence and machine learning technologies, including large language models, that generate AI Outputs in response to User inputs. Customer and each User acknowledge and agree that: (i) AI Outputs are generated by probabilistic computational processes and are inherently subject to limitations, errors, and unpredictability; (ii) the Platform is not intended for medical diagnosis, treatment, cure, mitigation, or prevention of any disease or health condition, or for any application where errors could cause serious harm to persons; (iii) Customer and each User are solely responsible for verifying all AI Outputs and for any decisions or actions taken based on them; and (iv) neither Innovative nor any Innovative Provider accepts responsibility for the consequences of reliance on AI Outputs.
8.2 No Warranty of Accuracy. INNOVATIVE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, CURRENTNESS, SUITABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY AI OUTPUT. AI OUTPUTS MAY CONTAIN ERRORS, OMISSIONS, INACCURACIES, OUTDATED INFORMATION, OR CONTENT THAT IS MISLEADING, OFFENSIVE, OR OTHERWISE INAPPROPRIATE. TO THE EXTENT PERMITTED BY THE MANDATORY LAWS OF YOUR JURISDICTION, AI OUTPUTS ARE PROVIDED WITHOUT ANY WARRANTY WHATSOEVER.
8.3 Hallucinations and Fabrications. Customer and each User acknowledge that AI systems may generate outputs that appear plausible but are factually incorrect, fabricated, or inconsistent with real-world information — a phenomenon commonly referred to as "hallucination." Innovative does not warrant that AI Outputs will be free from hallucinations or fabrications, and Innovative shall have no liability (to the extent permitted by applicable law) for any harm arising from reliance on any AI Output that is inaccurate, fabricated, or otherwise erroneous.
8.4 Human Oversight Required. AI systems within the Platform are intended to augment human decision-making and are not designed to replace human judgment. Customer and each User are solely responsible for reviewing, validating, and testing all AI Outputs before relying upon or acting on them. No AI Output should be used as the sole basis for any decision that could have significant legal, financial, medical, safety, or other material consequences without independent verification by a qualified professional and appropriate human oversight.
8.5 No Professional Advice; Not for Medical Use. Nothing in the Platform or any AI Output constitutes legal advice, financial advice, medical advice, investment advice, or any other form of professional advice. The Platform is not intended for use in the diagnosis, treatment, cure, mitigation, or prevention of any disease or health condition, and shall not be used as a substitute for consultation with a qualified healthcare professional. The Platform is a general-purpose productivity and business intelligence tool. Innovative is not a law firm, financial advisor, medical provider, or licensed professional services firm, and the Platform does not create any professional-client relationship between Innovative and any Customer or User.
8.6 Prohibited Uses. Customer and each User shall not use the Platform or AI Outputs for: (a) life-sustaining or life-supporting medical devices or systems, clinical diagnosis, treatment recommendations, or medication dosing; (b) autonomous weapons systems, military operations, or other systems designed to cause physical harm; (c) fully autonomous decision-making systems that affect individual rights, benefits, or legal status without meaningful human oversight; (d) any application designed to deceive individuals into believing they are interacting with a human without appropriate disclosure; or (e) any other application where the failure or inaccuracy of AI-generated output could reasonably be expected to result in death, serious bodily injury, or material harm to individuals. Innovative shall have no liability for any damages arising from use of AI Outputs in any prohibited use.
8.7 No Guarantee of Reproducibility; Similarity of Outputs. Customer and each User acknowledge that AI-generated outputs may not be reproducible and that running the same or similar inputs through the Platform at different times may produce different results. Additionally, due to the nature of AI systems, other users of the Platform may receive similar or identical outputs in response to similar inputs. AI Outputs are not guaranteed to be unique to Customer or any User, and Innovative shall have no liability arising from the similarity of outputs provided to different users.
8.8 Copyrightability. Customer and each User acknowledge that the copyrightability of AI-generated content under applicable law may be uncertain, and Innovative makes no representation regarding the availability of copyright protection for AI Outputs or that AI Outputs do not infringe the intellectual property rights of third parties.
8.9 Third-Party AI Services. The Platform may incorporate or interface with third-party artificial intelligence services, models, or APIs ("Third-Party AI Services"), including without limitation services from Amazon Bedrock, Anthropic, OpenAI, and other AI providers. Innovative does not own or control Third-Party AI Services and does not warrant or guarantee their performance, availability, accuracy, or continued availability. The disclaimers in this Article 8 apply equally to outputs generated by or through any Third-Party AI Services.
8.10 Evolving Technology. Customer and each User acknowledge that AI technologies are rapidly evolving and that the capabilities, limitations, and regulatory landscape may change significantly over time. Innovative does not warrant that the Platform will remain compliant with future laws or regulations. Customer and each User are responsible for ensuring that their use of the Platform and AI Outputs remains compliant with applicable law.
8.11 Source Reliability. The Platform's AI systems may access, process, and generate outputs based on information from Customer's knowledge bases, third-party integrations, publicly available data, and other sources. Innovative does not control, curate, or independently verify the accuracy, reliability, completeness, or currentness of such source material. The sources the Platform relies upon may contain errors, biases, outdated information, or inaccuracies, and Innovative shall have no liability for any AI Output that reflects or incorporates inaccuracies from underlying source material.
8.12 Content Exposure. CUSTOMER AND EACH USER ACKNOWLEDGE THAT USE OF THE PLATFORM MAY RESULT IN EXPOSURE TO CONTENT THAT IS INACCURATE, OFFENSIVE, MISLEADING, ILLEGAL, OR OTHERWISE INAPPROPRIATE, WHETHER GENERATED BY THE PLATFORM'S AI SYSTEMS, PROVIDED BY OTHER USERS, OR SOURCED FROM THIRD-PARTY INTEGRATIONS. NEITHER INNOVATIVE NOR ANY INNOVATIVE PROVIDER SHALL BE RESPONSIBLE FOR SUCH CONTENT.
8.13 User Responsibility for Decisions and Actions. INNOVATIVE IS NOT RESPONSIBLE FOR ANY DECISION MADE, ACTION TAKEN, OR OUTCOME THAT RESULTS FROM CUSTOMER'S OR ANY USER'S RELIANCE ON AI OUTPUTS. Customer and each User bear sole responsibility for evaluating the suitability, accuracy, and appropriateness of all AI Outputs for their intended purpose and for any consequences of using, sharing, publishing, or acting upon AI Outputs.
8.14 Meeting Transcript and Summary Disclaimer. AI-generated meeting transcripts, summaries, action items, and speaker attributions are approximate and may contain material inaccuracies, including without limitation misattributed statements, omitted content, fabricated action items, and incorrect speaker identification. Meeting transcripts generated by the Platform are not verbatim records and shall not be treated as official meeting minutes, legal records, or authoritative accounts of what was said in any meeting. Innovative makes no representation that meeting transcripts or summaries are complete, accurate, or suitable for any particular purpose, and Innovative shall have no liability for any harm arising from inaccuracies in AI-generated meeting content.
ARTICLE 9 — DATA SECURITY
9.1 Security Measures. Innovative will maintain commercially reasonable technical and organizational security measures designed to protect Customer Data from unauthorized access, disclosure, alteration, or destruction. These measures will be appropriate to the nature and sensitivity of the data processed and will be consistent with industry standards for cloud services providers.
9.2 Encryption. All Customer Data is encrypted in transit and at rest in accordance with industry standards.
9.3 No Guarantee. Innovative does not guarantee that its security measures will prevent all security incidents, and Customer is responsible for implementing its own security measures appropriate to its environment and risk profile.
9.4 Authentication. The Platform implements authentication through secure identity management services, JSON Web Tokens (JWT) for session management, and role-based access control. Customer and each User are responsible for maintaining the security of user credentials and agree to immediately notify Innovative of any unauthorized use or suspected breach of security.
ARTICLE 10 — DATA PROTECTION AND PRIVACY
10.1 Privacy Law Compliance. Each party shall comply with all applicable data protection and privacy laws and regulations ("Privacy Laws") in connection with the Platform, including without limitation the European Union General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), the UK Data Protection Act 2018 and UK GDPR, the Swiss Federal Act on Data Protection ("FADP"), the Norwegian Personal Data Act, applicable U.S. state privacy laws (including the California Consumer Privacy Act, as amended by the California Privacy Rights Act), the Canadian Personal Information Protection and Electronic Documents Act ("PIPEDA") and applicable provincial privacy laws, and the New York SHIELD Act.
10.2 Roles. With respect to personal data processed through the Platform: (a) Customer is the data controller (or equivalent under applicable law) and Innovative is the data processor (or equivalent) acting on Customer's behalf. Customer is responsible for determining the lawful basis for processing and for providing all required notices and obtaining all required consents. Notwithstanding the foregoing, Innovative acts as an independent data controller with respect to Platform telemetry, operational analytics, and aggregated usage data collected for purposes of maintaining, securing, and improving the Platform, provided that such data does not include Customer content or personally identifiable User data except in anonymized or aggregated form.
10.3 Innovative's Processing Obligations. To the extent Innovative processes personal data on behalf of Customer, Innovative shall: (a) process such personal data only as necessary to provide the Platform and in accordance with Customer's documented instructions; (b) implement and maintain commercially reasonable technical and organizational security measures; (c) not sell, share, or otherwise disclose personal data to third parties except as necessary to provide the Platform or as required by applicable law; and (d) promptly notify Customer if Innovative receives a request from a data subject exercising rights under applicable Privacy Laws.
10.4 Data Breach Notification. In the event Innovative discovers or reasonably suspects a security incident involving unauthorized access to, disclosure of, or loss of personal data processed on Customer's behalf: (a) Innovative shall notify Customer without undue delay and in any event within seventy-two (72) hours of discovery; (b) such notification shall include, to the extent then known, a description of the nature of the incident, the categories and approximate number of individuals and records affected, the likely consequences, and the measures taken or proposed to address the incident; and (c) Innovative shall cooperate with Customer in investigating and remediating such incident.
10.5 GDPR and International Data Transfers. To the extent personal data subject to the GDPR, UK GDPR, FADP, or Norwegian Personal Data Act is transferred to a country outside of the EEA, UK, Switzerland, or Norway, the parties shall execute a separate Data Processing Agreement ("DPA") incorporating the applicable standard contractual clauses or other lawful transfer mechanism prior to any such transfer. Innovative's standard DPA is available upon request by contacting contracts@darcyiq.com. No transfer of protected personal data shall occur until the parties have executed a DPA. If Customer refuses to execute a DPA when required by applicable law, Innovative may restrict Customer's access to Platform features that would result in such transfers.
10.6 Subprocessors. Innovative maintains a current list of subprocessors that process personal data on behalf of Customer, available upon written request. Innovative shall notify Customer in writing at least thirty (30) days prior to engaging any new subprocessor. Customer may object to a new subprocessor on reasonable data protection grounds by providing written notice to Innovative within fifteen (15) days of notification. If the Parties are unable to resolve Customer's objection within an additional fifteen (15) days, Customer's sole remedy shall be to terminate these Terms, provided that Customer has first given Innovative written notice specifying the unresolved objection and Innovative has failed to resolve the matter within thirty (30) days after receipt of such notice. For the avoidance of doubt, a subprocessor objection does not entitle Customer to a penalty-free or expedited termination outside the standard termination process set forth in Article 19. Innovative shall ensure that all subprocessors are bound by data protection obligations no less protective than those set forth in this Article 10.
10.7 Customer and User Compliance. Customer and each User are solely responsible for ensuring that all necessary notices, consents, authorizations, and permissions have been obtained from individuals whose data is processed through the Platform as required by applicable Privacy Laws. Customer shall indemnify Innovative from any claims arising from Customer's failure to comply with this Section 10.7.
10.8 Individual User Data Rights. Users located in the EEA, UK, Switzerland, Norway, Canada, or U.S. states with applicable privacy laws may have individual rights with respect to their personal data, including the right to access, correct, delete, or port their data. Users may exercise these rights by contacting Innovative at privacy@darcyiq.com or through the Platform's account settings where available. Innovative will respond to verified data subject requests within the timeframes required by applicable law. Where a User's data is processed on behalf of a Customer, Innovative may direct the User to the Customer for fulfillment of the request.
10.9 Data Processing Location. Customer Data is processed and stored in the United States on infrastructure operated by Innovative or its subprocessors. Notwithstanding the foregoing, if Customer elects to deploy MCPs to Customer's own cloud infrastructure as described in Section 5.6, Customer Data processed by such MCPs may be processed on Customer's infrastructure in locations determined by Customer. As of the effective date of these Terms, Innovative does not offer data processing or storage in non-U.S. regions on Innovative's infrastructure and will not provide Customer with access to Customer Data from infrastructure located outside the United States on Innovative's infrastructure. If Innovative introduces non-U.S. data processing regions in the future, the availability and terms of such regions will be specified in the applicable DPA or Agreement.
10.10 Non-User Meeting Participant Data. When the Platform records or transcribes a meeting, it may process personal data — including voice recordings, spoken statements, and speaker identifications — of meeting participants who are not Users of the Platform and have not accepted these Terms. Customer acknowledges that such non-user participants may have data subject rights under applicable Privacy Laws, including the right to access, correct, delete, or object to the processing of their personal data. If Innovative receives a data subject request from a non-user meeting participant, Innovative will promptly notify Customer, and Customer shall be responsible for evaluating and fulfilling the request in accordance with applicable law. Innovative shall cooperate with Customer's reasonable requests in connection with such data subject requests. Customer shall indemnify Innovative from any claims arising from Customer's failure to fulfill data subject requests from non-user meeting participants.
10.11 Government and Law Enforcement Requests. If Innovative receives a subpoena, court order, warrant, national security letter, or other legal process requiring or requesting the disclosure of Customer Data (a "Government Request"), Innovative shall: (a) promptly notify Customer of the Government Request prior to disclosure, unless notification is prohibited by applicable law, a court order, or other legal restriction; (b) provide Customer with a copy of the Government Request to the extent permitted by law; and (c) cooperate with Customer's reasonable efforts to narrow, challenge, or quash the Government Request, at Customer's expense. If Innovative is legally prohibited from notifying Customer of a Government Request, Innovative will use commercially reasonable efforts to obtain permission to notify Customer as soon as such prohibition is lifted. Innovative will disclose only the minimum amount of Customer Data legally required to comply with the Government Request.
ARTICLE 11 — ACCEPTABLE USE
11.1 General. Customer and each User shall use the Platform only for lawful purposes and in compliance with all applicable laws and regulations. Customer is responsible for ensuring that all Users comply with this Article 11.
11.2 Prohibited Conduct. Customer and each User shall not:
(a) violate any applicable law or regulation;
(b) infringe the intellectual property rights of any third party;
(c) transmit any malicious code, viruses, or other harmful software;
(d) engage in any activity that interferes with or disrupts the Platform or its systems;
(e) access or attempt to access any systems or data without authorization;
(f) use the Platform to send spam, unsolicited communications, or engage in any form of harassment;
(g) use the Platform to store or transmit content that is defamatory, obscene, or otherwise objectionable;
(h) share account credentials with unauthorized individuals or allow unauthorized access to the Platform;
(i) use the Platform in any manner that could damage, disable, overburden, or impair the Platform's infrastructure;
(j) use the Platform in violation of the AI output restrictions set forth in Section 8.6;
(k) use the Platform to process personal data of individuals without the necessary legal basis, consent, or authorization required by applicable Privacy Laws;
(l) disable, circumvent, bypass, or otherwise interfere with any safety systems, content filters, abuse protections, rate limits, or other mechanisms designed to prevent harm, abuse, or misuse that are built into the Platform, whether implemented by Innovative or by any provider of Third-Party AI Services; or
(m) represent or claim that AI Outputs were created solely by a human, or otherwise misrepresent the AI-generated provenance of any content produced by the Platform, except where permitted by applicable law and where appropriate disclosure is made to recipients.
11.3 Enforcement. Innovative reserves the right to suspend or terminate any User's or Customer's access to the Platform immediately upon discovery of any violation of this Article 11, without prejudice to any other remedies available to Innovative. Where required by applicable consumer protection law, Innovative will provide reasonable notice and an opportunity to cure before termination, except where immediate suspension is necessary to prevent harm, comply with law, or protect Platform security.
ARTICLE 12 — THIRD-PARTY SERVICES AND INTEGRATIONS
12.1 Integrations. The Platform integrates with various external services, including without limitation CRM systems, authentication providers, video conferencing platforms, and AWS services. Customer is responsible for maintaining separate accounts and complying with the terms of service for these third-party services.
12.2 Data Sharing with Integrations. Customer acknowledges that integration with third-party services may require sharing of Customer Data with those services, and Customer hereby authorizes such sharing to the extent necessary to provide the Platform's integration features. Customer is responsible for configuring integration settings and permissions appropriately. Once Customer Data has been transmitted to a third-party service through an integration, Innovative's responsibility for such data terminates, and the data is governed solely by the applicable third party's terms of service and privacy policy. Innovative is not responsible for the handling, storage, security, or use of Customer Data by any third-party service after transmission.
12.3 No Responsibility. Innovative does not control and is not responsible for the availability, accuracy, content, or conduct of any third-party services. Innovative shall not be liable for any damages arising from Customer's use of or reliance on any third-party service accessed through the Platform, including any harm resulting from errors, outages, or data breaches in third-party services.
ARTICLE 13 — PLATFORM AVAILABILITY
13.1 Uptime Target. Innovative shall use commercially reasonable efforts to maintain Platform availability of at least 99% as measured on a calendar month basis. "Availability" means the percentage of total minutes in a calendar month during which the Platform is operational, accessible through normal access methods, and capable of accepting and responding to user input within normal performance parameters. Scheduled maintenance windows communicated at least twenty-four (24) hours in advance, and downtime caused by force majeure events, Customer's or User's actions, or third-party services outside Innovative's control, shall be excluded from the availability calculation.
13.2 No Service Credits. The uptime target in Section 13.1 is an aspirational target. Innovative does not provide service credits, refunds, or other remedies for failure to meet the uptime target. Customer's sole remedy for persistent availability issues is termination in accordance with Article 19.
13.3 No Guarantee. Innovative does not guarantee uninterrupted, error-free, or continuously available service. The performance of the Platform depends on many factors outside Innovative's control, including Customer's network environment, third-party integrations, and AWS infrastructure.
13.4 Scheduled Maintenance. Innovative will use commercially reasonable efforts to perform scheduled maintenance during off-peak hours and to communicate planned maintenance windows to Customer in advance.
ARTICLE 14 — SUPPORT
14.1 Standard Support. Innovative provides technical support for the Platform during the hours of 8:00 AM to 5:00 PM Eastern Time, Monday through Friday, excluding Innovative holidays, via email at support@darcyiq.com and through such other support channels as Innovative may designate.
14.2 Critical Support. For critical issues affecting all or substantially all of Customer's Users with no available workaround, Innovative provides 24/7 support coverage. Innovative shall use commercially reasonable efforts to provide an initial response to critical support requests within four (4) hours.
14.3 Reseller Customers. If Customer's account was provisioned by a Reseller, Customer shall direct all support inquiries to the Reseller in the first instance. Innovative shall have no obligation to provide support directly to customers of Resellers, except as agreed between Innovative and the Reseller.
14.4 Cooperation. Customer shall provide Innovative with reasonable cooperation and access to information necessary to investigate and address support requests. Innovative's response time commitments shall be tolled during any period in which Innovative is awaiting information or cooperation from Customer.
ARTICLE 15 — CONFIDENTIALITY
15.1 Obligations. Each party agrees to maintain in strict confidence all Confidential Information disclosed by the other party, using at least the same degree of care it uses to protect its own confidential information and in no event less than a commercially reasonable degree of care. Neither party shall disclose the other party's Confidential Information to any third party without prior written consent, except to employees, contractors, and advisors with a legitimate need to know who are bound by confidentiality obligations no less protective than this Article 15.
15.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by applicable law or court order, provided the receiving party gives prompt written notice and cooperates with efforts to seek a protective order.
15.3 Residual Knowledge. Either party's personnel may retain and use in their unaided memories general skills, knowledge, experience, and know-how gained during the relationship, provided that such use does not involve the disclosure of the other party's specific Confidential Information or trade secrets.
15.4 Survival. Confidentiality obligations survive termination for three (3) years, except that obligations with respect to trade secrets continue for as long as information remains a trade secret under applicable law.
ARTICLE 16 — DISCLAIMER OF WARRANTIES
16.1 General Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." INNOVATIVE AND THE INNOVATIVE PROVIDERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. INNOVATIVE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. INNOVATIVE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OUTPUT GENERATED BY THE PLATFORM, INCLUDING ANY AI OUTPUT AS DESCRIBED IN ARTICLE 8.
16.2 System and Data Loss. INNOVATIVE AND THE INNOVATIVE PROVIDERS DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) ANY HARM TO CUSTOMER'S OR ANY USER'S COMPUTER SYSTEM, NETWORK, SOFTWARE, OR DATA THAT RESULTS FROM ACCESS TO OR USE OF THE PLATFORM; (B) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, CUSTOMER DATA OR OTHER COMMUNICATIONS MAINTAINED BY THE PLATFORM; (C) THE OPERATION OR COMPATIBILITY OF THE PLATFORM WITH ANY PARTICULAR SYSTEM, DEVICE, OR APPLICATION; AND (D) ANY LOSS OF DATA OR CONTENT RESULTING FROM PLATFORM ERRORS, THIRD-PARTY SERVICE FAILURES, OR INTEGRATION MALFUNCTIONS.
16.3 Consumer Statutory Rights. Nothing in these Terms is intended to exclude or limit any statutory warranty rights that cannot be excluded or limited under the mandatory laws of your jurisdiction. If you are a Consumer in the European Economic Area, the United Kingdom, Switzerland, Norway, or Canada, you may have statutory rights that cannot be waived by contract, and the disclaimers in Sections 16.1 and 16.2 apply only to the extent permitted by such mandatory laws. To the extent any implied warranty cannot be disclaimed, the duration and scope of such warranty is limited to the minimum extent permitted by applicable law.
ARTICLE 17 — LIMITATION OF LIABILITY
17.1 No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER INNOVATIVE, THE INNOVATIVE PROVIDERS, NOR CUSTOMER SHALL HAVE LIABILITY TO THE OTHER FOR LOST PROFITS OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF INNOVATIVE TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR RELATED TO THESE TERMS SHALL BE LIMITED TO THE GREATER OF: (A) THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO INNOVATIVE UNDER THESE TERMS OR THE APPLICABLE AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00 USD).
17.3 Exceptions. The limitations in this Article 17 shall not apply to: (a) fraud or willful misconduct; (b) a party's breach of its confidentiality obligations under Article 15; (c) Customer's obligation to pay amounts due under Article 4; or (d) Customer's indemnification obligations under these Terms, including without limitation Sections 5.6(h), 5.7(g), 5.8, 5.9, 6.10, 10.7, 10.10, and 18.1.
17.4 AI Outputs. FOR THE AVOIDANCE OF DOUBT, THE LIABILITY LIMITATIONS IN THIS ARTICLE 17 APPLY TO ALL CLAIMS ARISING FROM OR RELATED TO AI OUTPUTS AS DESCRIBED IN ARTICLE 8, INCLUDING WITHOUT LIMITATION CLAIMS ARISING FROM INACCURATE, INCOMPLETE, MISLEADING, OR FABRICATED OUTPUTS, RELIANCE ON AI OUTPUTS FOR DECISION-MAKING, AND ACTIONS TAKEN BY AUTOMATED OR AGENTIC FEATURES.
17.5 Consumer Mandatory Rights. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under the mandatory laws of your jurisdiction. In particular, for Consumers in the European Economic Area, United Kingdom, Switzerland, Norway, or Canada, nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of any obligation implied by applicable consumer protection law that cannot be excluded by contract; or (d) any other liability that cannot be excluded or limited by law. Where the liability cap in Section 17.2 is found to be unenforceable under mandatory consumer protection law, Innovative's liability shall be limited to the maximum extent permitted by applicable law.
17.6 Applicability. SUBJECT TO SECTION 17.5, THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
17.7 Third-Party Beneficiaries. THE INNOVATIVE PROVIDERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THE DISCLAIMERS SET FORTH IN ARTICLE 16 AND THE LIABILITY LIMITATIONS SET FORTH IN THIS ARTICLE 17. CUSTOMER AND EACH USER AGREE THAT THE INNOVATIVE PROVIDERS MAY ENFORCE SUCH PROVISIONS DIRECTLY AGAINST CUSTOMER OR USER, AS APPLICABLE, AND THAT CUSTOMER AND EACH USER SHALL NOT BRING ANY CLAIM AGAINST ANY INNOVATIVE PROVIDER THAT, IF BROUGHT AGAINST INNOVATIVE DIRECTLY, WOULD BE BARRED OR LIMITED BY THE PROVISIONS OF ARTICLES 16 OR 17.
17.8 Risk Allocation. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, INDEMNIFICATION OBLIGATION, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND IS REFLECTED IN THE PRICING OF THE PLATFORM. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS.
ARTICLE 18 — INDEMNIFICATION
18.1 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Innovative, the Innovative Providers, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's breach of these Terms; (b) Customer's violation of any applicable law; (c) Customer's or any User's use of the Platform in violation of Article 11 or Section 8.6; (d) content, data, or materials provided by Customer or any User that infringe the intellectual property rights of a third party; (e) Customer's failure to comply with applicable Privacy Laws as required by Section 10.7; (f) any consequences arising from Automated Actions or MCP integrations, including without limitation the matters set forth in Section 5.6(h); (g) Customer's or any User's failure to obtain required recording, AI processing, or biometric data consents as required by Section 5.7, or any violation of applicable recording consent, wiretapping, or biometric data laws, or any loss of attorney-client privilege or other legal protections resulting from Customer's use of the Platform's recording or transcription features; (h) Customer's use of any document generated through the Platform's Blueprints or document template features; (i) Customer's use of Customer Models as described in Section 5.9; or (j) Customer's or any User's public sharing of content in violation of Section 6.10. This Section 18.1 applies to Customer in its capacity as an organizational subscriber. Individual Users who are not themselves the Customer are not required to provide indemnification under this Section to the extent prohibited by mandatory consumer protection law in their jurisdiction.
18.2 Innovative Indemnification. Innovative shall indemnify, defend, and hold harmless Customer and its officers, directors, and employees from and against any claims arising from a third-party claim that the Platform, as provided by Innovative and used in accordance with these Terms, infringes any U.S. copyright or trademark; provided that Customer: (a) promptly notifies Innovative of the claim; (b) grants Innovative sole control of the defense and settlement; and (c) provides reasonable cooperation at Innovative's expense. This obligation does not apply to claims arising from Customer's modification of the Platform, use in combination with third-party products, use in violation of these Terms, or Customer's failure to use safety systems and content filters as intended.
ARTICLE 19 — TERM AND TERMINATION
19.1 Term. These Terms are effective as of the date Customer or User first accesses or uses the Platform and continue for the duration of Customer's Subscription Term. For individual Users who are not the Customer, these Terms remain in effect for as long as the User has access to the Platform. Subscriptions renew automatically for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
19.2 Termination by Customer. Customer may terminate its subscription at any time by providing Innovative with thirty (30) days' prior written notice. No refunds will be issued for prepaid fees for the remainder of the then-current Subscription Term, except as required by applicable mandatory consumer protection law (including the right of withdrawal set forth in Section 3.5, if applicable).
19.3 Termination by Innovative. Innovative may terminate Customer's and its Users' access to the Platform: (a) for convenience upon thirty (30) days' prior written notice; (b) by first suspending Customer's access to the Platform upon five (5) days' written notice if Customer fails to pay any amount when due, and thereafter terminating Customer's account if such failure continues for thirty (30) days after the date of the initial suspension notice; (c) upon thirty (30) days' written notice if Customer or any User materially breaches any provision of these Terms and fails to cure such breach within that thirty (30) day period; provided, however, that Innovative may terminate immediately without a cure period where the breach involves a security risk, violation of Section 8.6 (Prohibited Uses), or violation of Section 11.2(l) (circumvention of safety systems); or (d) immediately if Customer's or any User's use of the Platform requires emergency action to prevent harm, comply with law, or protect Platform security.
19.4 Suspension. Innovative may suspend Customer's or any individual User's access to the Platform immediately in cases of: (a) breach of these Terms; (b) failure to pay fees when due; (c) use of the Platform posing a security risk; or (d) emergency maintenance. Innovative will use commercially reasonable efforts to provide notice promptly after any suspension. Where required by applicable consumer protection law, Innovative will provide reasonable notice and an opportunity to cure before permanent termination (except in cases of security risk or emergency).
19.5 User-Level Termination. An individual User's right to access the Platform terminates immediately upon: (a) the Customer deactivating the User's account; (b) termination of the Customer's subscription; (c) termination of the User's relationship with the Customer (e.g., end of employment); or (d) Innovative's suspension or termination of the User's access due to a violation of these Terms.
19.6 Effect of Termination. Upon termination for any reason: (a) Customer's and all Users' right to access and use the Platform shall cease; (b) Customer shall remain liable for all fees accrued through the effective date of termination; (c) Innovative shall retain the right to recover all accrued charges; and (d) the data retrieval provisions of Section 6.6 shall apply.
19.7 Survival. The following provisions survive termination: Articles 1, 4 (to the extent of accrued amounts), 5.7(f), 5.7(g), 6.6, 6.7, 6.8, 7, 8, 10, 15, 16, 17, 18, 19.6, 19.7, 19.8, and 20.
19.8 Appeals. If Customer or any User believes that their account has been suspended or terminated in error, they may file an appeal by contacting Innovative at contracts@darcyiq.com within thirty (30) days of the suspension or termination, providing a detailed explanation of why the action was taken in error. Innovative will review the appeal and respond within fifteen (15) business days. Innovative's decision on the appeal shall be final, except to the extent applicable consumer protection law provides additional rights. The filing of an appeal does not suspend any outstanding payment obligations or entitle Customer or User to continued access to the Platform during the appeal period.
19.9 Account Inactivity. Innovative may terminate Customer's account and delete associated Customer Data if Customer's account has been inactive for a continuous period of twelve (12) months or more and Customer does not maintain a paid subscription. "Inactive" means that no User associated with Customer's account has logged into the Platform or accessed the Platform via API during the applicable period. Innovative will provide at least thirty (30) days' advance written notice to Customer's email address on file before terminating an inactive account. Customer may prevent termination by logging into the Platform or contacting Innovative during the notice period.
ARTICLE 20 — GENERAL PROVISIONS
20.1 Governing Law; Venue.
(a) General. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Monroe County, New York, and each party hereby consents to the personal jurisdiction of such courts and waives any objection to venue.
(b) Consumer Exception. If you are a Consumer, this choice of governing law does not deprive you of the protection afforded by mandatory provisions of the law of your habitual residence. Nothing in these Terms limits your right to bring proceedings before the courts of your habitual residence to the extent such right cannot be waived under applicable mandatory law, including under Article 18 of Regulation (EU) No 1215/2012 (Brussels I Recast) or equivalent local law. If you are a Consumer in the European Economic Area, the United Kingdom, Switzerland, or Norway, you may also have the right to use the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr (for EEA consumers) or equivalent national dispute resolution mechanisms.
20.2 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS.
20.3 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND EACH USER AGREE THAT ANY CLAIM, DISPUTE, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY AND NOT AS PART OF ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. CUSTOMER AND EACH USER WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST INNOVATIVE. This class action waiver applies to the maximum extent permitted by law and does not apply in jurisdictions where class action waivers are prohibited by mandatory law, including for Consumers in the European Economic Area where such waivers are unenforceable under mandatory consumer protection law.
20.4 Limitation Period. Any claim arising out of or relating to these Terms must be commenced within two (2) years after the date the claiming party knew or reasonably should have known of the facts giving rise to such claim, and in no event later than three (3) years after the act or omission giving rise to the claim, except to the extent a longer limitation period is required by mandatory law applicable to Consumers. Claims for non-payment and trade secret misappropriation are governed by applicable New York statutes of limitation.
20.5 Attorneys' Fees. The prevailing party in any legal action to enforce these Terms shall be entitled to reimbursement by the other party of all reasonable legal costs and attorneys' fees incurred in connection with such action.
20.6 Entire Agreement. These Terms, together with any applicable Agreement and the documents referenced herein, constitute the entire agreement between the parties with respect to the Platform and supersede all prior agreements, understandings, and representations relating to the Platform.
20.7 Modification. Innovative reserves the right to modify or amend these Terms at any time in its sole discretion. The current version of these Terms will be posted on the Platform. Customer is responsible for reviewing these Terms periodically. Revised Terms will become effective thirty (30) days after they are posted on the Platform, unless otherwise specified in the revised Terms or unless the changes are required by applicable law, in which case the revised Terms may be effective immediately. Customer's continued use of the Platform after the effective date of any revised Terms constitutes Customer's acceptance of such revised Terms. If Customer does not agree to any modification, Customer's sole remedy is to discontinue use of the Platform and terminate this Agreement in accordance with Article 19. Innovative shall have no obligation to proactively notify Customer of changes to these Terms, and Customer's agreement to review these Terms periodically is a condition of Customer's access to and use of the Platform.
20.8 Assignment. Customer may not assign these Terms or any rights hereunder without Innovative's prior written consent. Innovative may assign these Terms without Customer's consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is null and void.
20.9 Severability. If any provision of these Terms is found invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
20.10 Waiver. No failure or delay by either party in exercising any right or remedy shall constitute a waiver thereof. All waivers must be in writing and signed by the waiving party.
20.11 Force Majeure. Neither party shall be liable for any delay or failure to perform (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions, cyberattacks, or widespread internet outages.
20.12 Notices. All formal notices shall be in writing and deemed delivered upon personal delivery, one (1) business day after deposit with a nationally recognized overnight courier, or three (3) business days after deposit by certified mail. Notices to Innovative shall be sent to: Innovative Data Processing Solutions LLC, 4545 East River Road, Suite 100, West Henrietta, NY 14586, Attn: Legal Department; or by email to contracts@darcyiq.com. Notices to Customer shall be sent to the address or email on file with Customer's account.
20.13 Relationship of the Parties. Innovative is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
20.14 Anti-Bribery. Each party shall comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
20.15 Authority. Each party represents and warrants that it has the full right, power, and authority to enter into these Terms, and that the person accepting these Terms on behalf of such party is duly authorized to do so.
20.16 Subcontractors. Innovative may use subcontractors and independent contractors to deliver the Platform and related services, provided that Innovative remains responsible for performance and that subcontractors with access to Confidential Information are bound by confidentiality obligations no less protective than Article 15. The use of subprocessors for personal data processing is governed by Section 10.6.
20.17 Non-Solicitation of Personnel. During the term of any active subscription and for a period of twelve (12) months thereafter, neither party shall directly solicit for employment any non-executive employee of the other party with whom the soliciting party had material contact in connection with the Platform. This restriction does not apply to individuals who respond to general public job postings.
20.18 Electronic Signatures. These Terms and any Agreement may be executed in counterparts. Electronic signatures, including via DocuSign or similar platforms, shall have the same legal force and effect as handwritten signatures.
20.19 Language. These Terms are drafted in English. If these Terms are translated into any other language for convenience, the English language version shall prevail in the event of any conflict or inconsistency.
20.20 Export Controls. Customer shall comply with all applicable U.S. export control laws and regulations, including without limitation the Export Administration Regulations ("EAR") administered by the U.S. Department of Commerce and the economic sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"). Customer shall not, directly or indirectly, access or use the Platform, or permit any User to access or use the Platform: (a) in any country, territory, or region that is subject to comprehensive U.S. economic sanctions, including without limitation Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic, and any other country or territory that may become subject to comprehensive U.S. sanctions; (b) if Customer or any User is listed on the U.S. Department of Commerce's Denied Persons List or Entity List, the U.S. Department of Treasury's Specially Designated Nationals and Blocked Persons List ("SDN List"), or any other applicable restricted party list; or (c) for any end-use prohibited by applicable export control laws. Customer represents and warrants that neither Customer nor any of its principals, officers, directors, or Users is a Specially Designated National or otherwise subject to U.S. sanctions.
CONTACT INFORMATION
For questions regarding these Terms, the Platform, or privacy matters:
Phone: (585) 292-5070
Email: contracts@darcyiq.com
Support: support@darcyiq.com
Privacy: privacy@darcyiq.com
Mailing Address: Innovative Data Processing Solutions LLC, 4545 East River Road, Suite 100, West Henrietta, NY 14586, USA
These Terms of Service and End User License Agreement are Version 03302026. Customer's or User's creation of an account, acceptance through click-through, access to the Platform, or payment of any invoice constitutes acceptance of these Terms.