Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and Plutobee, Inc., a Delaware corporation ("Plutobee", "we", "us"), governing your access to and use of the Plutobee websites, products, software-as-a-service offerings, professional services and any related materials (collectively, the "Services"). By accessing the Services, signing an Order Form or Statement of Work, or clicking to accept, you agree to these Terms. If you do not agree, do not use the Services.

1. Definitions

• "Affiliate" means an entity that controls, is controlled by, or is under common control with a party.
• "Customer Content" means data, documents, code, prompts, outputs, configuration or other materials that you submit to or generate through the Services.
• "Documentation" means user guides, technical manuals and other materials Plutobee makes available describing the Services.
• "Order Form" means an order, statement of work, online sign-up or other document executed by the parties that references these Terms.
• "Professional Services" means consulting, implementation, integration, development, training or similar professional work performed by Plutobee.
• "Subscription Services" means access to the cloud-hosted products or platforms operated by Plutobee.

2. The Services

Plutobee provides software, AI, security, design, data, blockchain, growth and related Professional Services and Subscription Services as further described on plutobee.com, in Documentation and in the applicable Order Form. We may modify, enhance or discontinue features so long as we do not materially diminish the core functionality of a Subscription Service during a paid subscription term.

3. Accounts and eligibility

You must be at least eighteen (18) years old and have the legal authority to enter into these Terms. You agree to (a) provide accurate and complete information, (b) keep credentials confidential, (c) restrict use to authorised personnel, and (d) notify us immediately of any unauthorised access. You are responsible for activities under your account. We reserve the right to refuse service to any person or entity.

4. Orders, fees and payment

4.1 Orders

Each Order Form is incorporated into and governed by these Terms. To the extent of conflict, the Order Form controls only as to the specific items expressly addressed.

4.2 Fees

You agree to pay all fees specified in the applicable Order Form. Fees are non-cancellable and non-refundable except as expressly set out in these Terms or required by law.

4.3 Invoicing and late payment

Unless otherwise specified, fees are invoiced in advance and payable within thirty (30) days of invoice date. Overdue amounts bear interest at the lower of one-and-a-half percent (1.5%) per month or the maximum rate permitted by law. You agree to reimburse reasonable costs of collection.

4.4 Taxes

Fees are exclusive of all taxes, levies, duties or similar governmental assessments other than taxes on Plutobee's net income. You are responsible for paying applicable taxes and will indemnify Plutobee for any such amounts.

4.5 Suspension for non-payment

After fifteen (15) days' written notice (which may be by email) of an undisputed past-due amount, Plutobee may suspend Services until paid.

5. Licenses and intellectual property

5.1 Plutobee IP

As between the parties, Plutobee and its licensors own all right, title and interest in and to the Services, Documentation, underlying software, models, methodologies, know-how and any improvements thereto (the "Plutobee IP"). Except for the limited license expressly granted below, no rights are transferred to you.

5.2 License to use Subscription Services

Subject to these Terms and your payment of applicable fees, Plutobee grants you a non-exclusive, non-transferable, non-sublicensable license during the subscription term to access and use the Subscription Services for your internal business purposes, in accordance with the Documentation.

5.3 License to Deliverables

Unless otherwise stated in an Order Form, deliverables produced by Plutobee specifically for you under Professional Services ("Deliverables"), excluding Plutobee IP and pre-existing materials, will be assigned to you upon full payment, and Plutobee retains a non-exclusive, perpetual, irrevocable, royalty-free license to use the generic skills, techniques and know-how acquired during performance.

5.4 Open source

The Services may incorporate open-source components, governed by their respective licenses, which are listed in the Documentation or made available on request.

5.5 Feedback

You grant Plutobee a perpetual, irrevocable, royalty-free, worldwide license to use any feedback, suggestions or ideas you provide to improve the Services, without obligation to compensate you.

6. Customer content and data

You retain all right, title and interest in Customer Content. You grant Plutobee a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process and display Customer Content solely to provide, secure and improve the Services and to comply with law. You represent and warrant that you have all rights necessary to provide Customer Content and that it does not violate any law or third-party right. Customer Content that constitutes personal data is processed in accordance with our Data Processing Addendum.

7. Acceptable use

You agree to comply with our Acceptable Use Policy, which is incorporated by reference. We may suspend access to the Services immediately upon notice in the event of a material breach of the AUP, an actual or threatened security incident, or where required by law.

8. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood as confidential, including business plans, pricing, technical information, customer lists and source code. The receiving party will (a) use Confidential Information only to perform under these Terms, (b) protect it with no less than reasonable care, and (c) not disclose it except to its personnel and advisers on a need-to-know basis under equivalent obligations of confidence. Confidential Information excludes information that is publicly known through no fault of the receiving party, was rightfully known prior to disclosure, is independently developed, or is rightfully received from a third party without a duty of confidentiality. Disclosure required by law is permitted, provided the receiving party gives prompt notice and reasonable cooperation in seeking a protective order. These obligations survive for five (5) years after termination, except trade secrets which are protected for as long as they remain trade secrets.

9. Privacy and data protection

Plutobee's processing of personal information is described in our Privacy Policy. Where Plutobee acts as a processor on your behalf, our Data Processing Addendum applies and is incorporated by reference.

10. Service-specific terms

10.1 AI services

• AI outputs may be inaccurate, incomplete or inappropriate for a given use. You are responsible for review and validation before reliance.
• You will not submit personal data, regulated data (e.g., PHI, payment-card data) or third-party confidential information to AI features unless expressly permitted by an Order Form and applicable Data Processing Addendum.
• We do not use Customer Content to train foundation models unless Customer explicitly opts in via a written addendum. Outputs may be used to compute aggregated, de-identified metrics.
• You will not use AI features to (a) make decisions about individuals with significant legal effects without human review, (b) generate content prohibited under our AUP, or (c) attempt to reverse-engineer or extract underlying models.

10.2 Security testing services

• Penetration testing, red-teaming and security assessments are conducted only under a written authorisation (rules of engagement) that defines the scope, in-scope assets, schedule, points of contact and out-of-scope items.
• You represent and warrant that you have all necessary authority (including from third-party cloud providers where required) to authorise the testing.
• Findings and reports are Confidential Information. You will not publish or attribute findings without our written consent, except as required by law.
• We do not warrant that any test will identify all vulnerabilities. Tests are point-in-time.

10.3 Blockchain and Web3 services

• Blockchain transactions are irreversible and rely on technology beyond Plutobee's control. We are not responsible for losses arising from network congestion, validator outages, smart-contract risk, key loss or third-party wallet behaviour.
• You are responsible for compliance with applicable financial regulations, including securities, anti-money-laundering, sanctions and tax laws.
• Smart-contract audits are advisory and do not guarantee security or absence of vulnerabilities.

10.4 Data and analytics services

Reports, dashboards and analytical outputs are based on the data made available to Plutobee. You are responsible for the accuracy and completeness of source data and for interpretation in business context.

10.5 Mobile, web and software development

Deliverables are accepted as set out in the Order Form. In the absence of acceptance criteria, Deliverables are deemed accepted ten (10) business days after delivery unless materially non-conforming and reported in writing.

11. Beta and preview features

Plutobee may offer features designated as alpha, beta, preview or experimental ("Beta Features"). Beta Features are provided "AS IS" without warranties, may be modified or discontinued at any time and may have limited support. Use of Beta Features is at your sole risk.

12. Third-party services

The Services may interoperate with third-party products (e.g., AWS, Google Cloud, Stripe, Anthropic). Third-party products are governed by their own terms and Plutobee is not responsible for their performance or availability. You authorise Plutobee to share Customer Content with third-party products as necessary to provide the Services you have requested.

13. Warranties and disclaimers

13.1 Mutual warranties

Each party warrants that it has the corporate power and authority to enter into these Terms and that its performance will not breach any other agreement.

13.2 Plutobee warranties

Plutobee warrants that (a) Professional Services will be performed in a workmanlike manner consistent with industry standards by qualified personnel and (b) the Subscription Services will materially conform to the Documentation during a paid subscription term. As your exclusive remedy for breach of these warranties, Plutobee will, at its option, re-perform the non-conforming work or refund the fees attributable to the non-conforming portion.

13.3 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND PLUTOBEE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PLUTOBEE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

14. Indemnification

14.1 By Plutobee

Plutobee will defend, indemnify and hold harmless Customer from third-party claims alleging that the Subscription Services, as provided by Plutobee and used in accordance with these Terms, infringe a valid US patent, copyright or trademark, and will pay damages and costs finally awarded. If a claim is asserted or appears likely, Plutobee may (a) procure the right to continue use, (b) modify the Service to be non-infringing without materially impairing functionality, or (c) terminate the affected Service and refund pre-paid unused fees. The foregoing does not apply to claims arising from (i) modifications by anyone other than Plutobee, (ii) combination with non-Plutobee items, (iii) use other than as permitted, or (iv) Customer Content.

14.2 By Customer

Customer will defend, indemnify and hold harmless Plutobee from third-party claims arising out of (a) Customer Content, (b) Customer's breach of the AUP, applicable law, or these Terms, (c) Customer's exercise of rights to the Deliverables, and (d) Customer's use of the Services in combination with non-Plutobee items not authorised by Plutobee.

14.3 Procedure

The indemnified party must (a) give prompt written notice of the claim, (b) grant sole control of defence and settlement (settlement requiring no admission of liability), and (c) provide reasonable cooperation.

15. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS OR LICENSORS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO PLUTOBEE UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limitations do not apply to (i) breaches of confidentiality, (ii) infringement of the other party's intellectual property, (iii) Customer's payment obligations, or (iv) indemnification obligations under Section 14.

16. Term, suspension and termination

16.1 Term

These Terms apply from the Effective Date and continue until terminated as provided herein or in the applicable Order Form.

16.2 Termination for cause

Either party may terminate for material breach not cured within thirty (30) days of written notice describing the breach. Either party may terminate immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

16.3 Effect of termination

Upon termination, all rights and licenses granted to Customer cease. Customer may export Customer Content for thirty (30) days after termination using available tools; thereafter Plutobee may delete it. Sections that by their nature survive (definitions, IP, confidentiality, indemnification, limitation of liability, governing law, dispute resolution and general provisions) survive termination.

17. Force majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, labour disputes or internet outages, provided the affected party gives prompt notice and uses commercially reasonable efforts to mitigate.

18. Governing law and venue

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles. Subject to Section 19, the parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. Where mandatory consumer protections in your jurisdiction apply, those protections are not displaced.

19. Dispute resolution and arbitration

19.1 Informal resolution

The parties will attempt in good faith to resolve any dispute by negotiation between executives with authority to settle, for at least thirty (30) days before initiating formal proceedings.

19.2 Binding arbitration (US only, where lawful)

Any unresolved dispute arising out of or relating to these Terms or the Services will be finally resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect. The seat of arbitration is Wilmington, Delaware, conducted in English, by one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek interim injunctive relief in court to protect intellectual property or confidential information.

19.3 Class action waiver

To the extent permitted by law, each party waives any right to participate in a class, collective, consolidated or representative action.

20. General

• Notices: written notices to Plutobee shall be sent to legal@plutobee.com. Notices to Customer may be sent to the email on file.
• Assignment: neither party may assign these Terms without the other's prior written consent, except to an Affiliate or in connection with a merger, acquisition or sale of substantially all assets.
• Independent contractors: the parties are independent contractors and these Terms create no agency, partnership or joint venture.
• No third-party beneficiaries: except as expressly stated.
• Severability: if any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder remains in effect.
• Waiver: failure to enforce any provision is not a waiver.
• Entire agreement: these Terms, the Order Form(s), the AUP, the Privacy Policy and the DPA constitute the entire agreement and supersede prior negotiations or representations.
• US Government rights: the Services are "commercial items" as defined in FAR 2.101 and provided to US Government end-users with only those rights granted to all other end-users.
• Export controls: you will comply with applicable export and sanctions laws and will not export, re-export or transfer the Services to embargoed jurisdictions or denied parties.

21. Changes

We may modify these Terms by posting an updated version with a new Effective Date. Material changes will be notified at least thirty (30) days before they take effect (via email or in-product notice). Continued use after the effective date constitutes acceptance.

22. Contact

Questions about these Terms: legal@plutobee.com.