Terms of Service

1.Agreement to these terms

These Terms of Service (the Terms) are a binding agreement between Aiome Systems LLC, a California limited liability company (Aiome, we, us), and the organization or individual that creates an Aiome workspace (Customer, you).

By creating a workspace, accessing the Service, or clicking to accept, you agree to these Terms. If you are accepting on behalf of a company or other organization, you represent that you have authority to bind it, and "you" means that organization.

These Terms incorporate by reference, and you also agree to, our Acceptable Use Policy, our Data Processing Addendum, and our Refund and Cancellation Policy. Our Privacy Policy describes how we handle personal information.

You must be at least 16 years old to use Aiome. You may not use the Service if you are barred from doing so under applicable law, or if you are located in a country subject to a comprehensive U.S. embargo or are on a U.S. government restricted-party list.

2.Definitions

Service

The Aiome application, aiome.io, and related documentation and support.

Workspace

The instance of the Service provisioned for you, containing your channels, projects, SOPs, records, and members.

Customer Data

All content submitted to a Workspace by you or your Users — messages, projects, tasks, SOPs, files, time entries, time off records, member profiles, and organizational structure.

User

An individual you authorize to access your Workspace, including your employees and contractors. Each User occupies a Seat.

Seat

One authorized User position in your Workspace. Seats are the unit on which fees are calculated.

Paddle

Paddle.com Inc. for buyers in the United States, and Paddle.com Market Ltd for buyers elsewhere, each acting as the merchant and seller of record for purchases of paid plans. See Section 5.

3.The Service and your account

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term, for your internal business purposes.

Your responsibilities

• Account security. You are responsible for safeguarding credentials and for all activity under your account. Notify us promptly of any unauthorized access.
• Your Users. You are responsible for your Users' compliance with these Terms and the Acceptable Use Policy, and for the acts and omissions of your Users as if they were your own.
• Administrators. You designate which Users are administrators. Administrators can access, export, modify, and delete Customer Data across your Workspace, including content created by other Users. You are responsible for who you appoint and for informing your Users accordingly.
• Lawful use. You are responsible for ensuring that your collection and use of information about your Users through the Service complies with applicable employment, privacy, and workplace-monitoring law in the jurisdictions where your personnel are located.

What we provide

We will provide the Service with reasonable skill and care and in accordance with these Terms. We do not currently offer a contractual uptime commitment or service level agreement. We may modify, add, or remove features over time; if we discontinue a material feature of a paid plan, we will give reasonable advance notice.

4.Plans, Seats, and the Free plan

The Service is offered on a per-Seat basis. Current plans, inclusions, and prices are published on our Pricing page, which forms part of these Terms.

Adding and removing Seats

You may add or remove Seats at any time. Adding Seats mid-cycle increases your charge for the following billing period. Removing Seats takes effect at the start of the next billing period; we do not credit or refund Seats removed mid-cycle.

The Free plan

The Free plan is provided free of charge and without any warranty or commitment. It is subject to the limits published on the Pricing page. We may change those limits, or modify or discontinue the Free plan, at any time on reasonable notice. If you exceed a Free plan limit, we will prompt you to upgrade rather than delete your content.

We do not delete a Free workspace because it has become inactive. There is no inactivity deadline, and a workspace left unused for a year will remain available when you return. If we ever decide to change that, we will publish the policy here and give notice before anything is deleted.

Beta and early access features

We may make features available on a beta or early-access basis. These are provided "as is," without warranty of any kind, may be changed or withdrawn at any time, and are excluded from any commitment we otherwise make.

5.Fees, billing, and automatic renewal

Paddle is the seller of record

Purchases of paid plans are transacted through Paddle. For those transactions Paddle is the merchant and seller of record. This means:

• Your contract for the purchase transaction is with Paddle, and Paddle's buyer terms apply to it. Your contract for the Service itself — everything else in these Terms — remains with Aiome.
• Paddle is responsible for calculating, collecting, and remitting sales tax, VAT, GST, and equivalent taxes. Prices shown on our Pricing page are exclusive of such taxes unless stated; applicable tax is calculated and displayed at checkout.
• Your card or bank statement may show Paddle rather than Aiome. If you do not recognize a charge, please contact us before disputing it — we can resolve it far more quickly than a chargeback.
• Paddle handles payment-related fraud prevention and chargebacks, and processes refunds. Paddle may also grant a refund at its own discretion under its buyer terms, including where our policy would not.
• Paddle processes your payment details as an independent controller under its own privacy notice. Aiome never receives or stores your full card number.

Payment terms

• Fees are charged in advance for each billing period and are calculated on the number of Seats in your Workspace at the time of billing.
• You authorize recurring charges to your payment method until you cancel.
• If a payment fails, we may retry, and we may suspend or downgrade your Workspace after reasonable notice. We will not delete your Customer Data solely because a payment failed without first giving you notice and an opportunity to cure.
• You are responsible for keeping your payment and billing contact details current.

Price changes

We may change prices. We will give you at least 30 days' notice before a change affects you, by email to your billing contact or notice in the Service. A price change takes effect at your next renewal, and continuing to use a paid plan after it takes effect constitutes acceptance. If you do not accept it, you may cancel before the renewal date.

Free-to-paid conversion

The Free plan does not convert to a paid plan automatically. You will not be charged unless you affirmatively choose a paid plan and provide a payment method. If we ever offer a free trial that converts to a paid subscription, we will disclose the conversion terms clearly before you accept, obtain your affirmative consent separately from any other terms, and send you an acknowledgement including how to cancel.

6.Cancellation and refunds

You may cancel at any time from your Workspace billing settings — online, immediately, and without contacting us, calling anyone, or completing a retention process. Cancellation takes effect at the end of your current billing period, and you keep access until then.

Fees already paid are non-refundable except where required by law or where we state otherwise in writing. We do not provide prorated refunds for partial billing periods, unused Seats, or Seats removed mid-cycle. The Free plan lets you evaluate Aiome at no cost before you pay.

Full details, including how refunds are processed by Paddle and the limited circumstances in which we issue them, are in our Refund and Cancellation Policy.

7.Your content and our rights

You own your Customer Data

As between you and Aiome, you own all Customer Data. We claim no ownership in it. You grant us a limited, worldwide, non-exclusive license to host, copy, transmit, display, and process Customer Data solely to provide, secure, and support the Service, and as instructed by you. This license ends when the Customer Data is deleted.

You represent that you have all rights and permissions necessary to submit Customer Data to the Service and to grant us that license, including any consents or notices required in respect of your Users.

Export and deletion

You may export Customer Data through the features we provide during your subscription. On termination, we will make Customer Data available for export for a reasonable period before deletion, as set out in our Privacy Policy and Data Processing Addendum.

We own the Service

Aiome and its licensors own all rights in the Service, including its software, design, and trademarks. Except for the rights expressly granted here, no license is given. You may not copy, modify, reverse engineer, decompile, resell, or create derivative works from the Service; use it to build a competing product; remove proprietary notices; or access it to benchmark or publish performance data without our consent.

Feedback

If you send us suggestions or feedback, you grant us an unrestricted, perpetual, royalty-free right to use it without obligation or attribution. We will not identify you as its source publicly without your permission.

Aggregated data

We may generate aggregated and de-identified statistics about use of the Service — for example, that a feature is used by a certain proportion of workspaces — and use them to operate and improve Aiome. Such data will never identify you, your Users, or contain Customer Data, and we will not attempt to re-identify it.

8.Acceptable use

Your use of the Service is governed by our Acceptable Use Policy, which is part of these Terms. In summary, you may not use Aiome to break the law, harm others, infringe rights, distribute malware, send spam, or interfere with the Service or other customers.

We may investigate suspected violations and may suspend or terminate access as described in Section 12 and in the Acceptable Use Policy.

9.Privacy and data protection

Our Privacy Policy explains how we handle personal information.

Where we process personal information contained in Customer Data on your behalf, we do so as your processor and you are the controller. Our Data Processing Addendum governs that processing, is incorporated into these Terms, and takes effect automatically when you accept these Terms — you do not need to sign or request it. It includes the Standard Contractual Clauses for transfers of UK and EEA personal data.

You are responsible, as controller, for the lawfulness of the Customer Data you submit — including having a lawful basis for processing information about your Users, and giving them any notice their local law requires.

10.Third-party services

The Service relies on third-party providers listed on our Subprocessors page. If you choose to connect a third-party product to Aiome, that product is governed by its own terms and privacy policy, and we are not responsible for it. Enabling such a connection authorizes us to exchange data with it as needed.

11.Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (Confidential Information). Customer Data is your Confidential Information. The non-public elements of the Service are ours.

Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers with a need to know who are bound by confidentiality obligations. These duties do not apply to information that is public through no fault of the recipient, was already known to it, is independently developed, or is lawfully received from a third party. A party may disclose Confidential Information where legally compelled, giving prompt notice where lawful so the other party may seek protection.

12.Term and termination

These Terms begin when you first accept them and continue until terminated.

Termination by you

You may cancel at any time under Section 6, or stop using the Free plan at any time.

Termination or suspension by us

We may suspend or terminate your access, in whole or in part, if:

• you materially breach these Terms or the Acceptable Use Policy and, where the breach is capable of cure, fail to cure it within 15 days of notice;
• your use poses a security risk, may harm us or others, or may subject us to liability;
• your payment is overdue after notice; or
• we are required to do so by law.

We will give notice before suspending or terminating wherever it is practical and lawful to do so, and will limit any suspension to what is reasonably necessary. Where the risk is severe — active harm, a security threat, or unlawful content — we may act first and notify promptly afterwards.

We may also discontinue the Service in its entirety on at least 90 days' notice, in which case we will refund any prepaid fees covering the period after discontinuation.

Effect of termination

On termination your right to use the Service ends. You may export Customer Data for the period stated in our Data Processing Addendum, after which it is deleted. Sections that by their nature should survive — including 7 (ownership), 11, 13, 14, 15, 16, and 18 — survive termination.

13.Warranties and disclaimers

Each party warrants that it has the authority to enter into these Terms. We warrant that we will provide the Service with reasonable skill and care.

Except as expressly stated, the Service is provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure against every threat, or that it will meet your requirements.

The Free plan and any beta features are provided without any warranty whatsoever.

Some jurisdictions do not allow the exclusion of implied warranties, so parts of this Section may not apply to you.

14.Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or exemplary damages, or for loss of profits, revenue, goodwill, or anticipated savings, even if advised of the possibility.

Each party's total aggregate liability arising out of or relating to these Terms will not exceed the greater of (a) the fees you paid to us for the Service in the 12 months immediately before the event giving rise to the claim, or (b) one hundred US dollars (US$100).

For the Free plan, our total aggregate liability will not exceed one hundred US dollars (US$100).

These limits do not apply to: a party's indemnification obligations under Section 15; your obligation to pay fees due; either party's liability for fraud, fraudulent misrepresentation, gross negligence, or wilful misconduct; death or personal injury caused by negligence; or any liability that cannot be limited under applicable law.

These limits apply in aggregate across all claims and regardless of the theory of liability. Each party acknowledges that these allocations of risk are a fundamental basis of the bargain between them and are reflected in the pricing.

15.Indemnification

By you. You will defend and indemnify us against third-party claims arising from your Customer Data, your or your Users' use of the Service in breach of these Terms or the Acceptable Use Policy, or your violation of applicable law — including any claim by one of your Users relating to your collection or use of information about them.

By us. We will defend and indemnify you against third-party claims alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights. This does not apply to claims arising from Customer Data, from use in breach of these Terms, or from combination of the Service with anything not supplied by us. If the Service becomes, or we believe may become, the subject of such a claim, we may procure the right to continue using it, modify it to be non-infringing, or terminate the affected part and refund prepaid fees for the unused period.

Indemnification is conditional on the indemnified party giving prompt notice, allowing the indemnifying party to control the defense, and providing reasonable cooperation. No settlement imposing liability on the indemnified party may be made without its consent.

16.Disputes, arbitration, and class action waiver

Informal resolution first

Before starting arbitration, the parties will try to resolve the dispute informally. Send a written description of the dispute and the relief sought to [email protected] or the postal address in Section 19. Neither party may begin arbitration until 30 days after that notice, during which the parties will negotiate in good faith. This period tolls any applicable limitation period.

Agreement to arbitrate

If the dispute is not resolved, it will be settled by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator. Arbitration will take place in Sacramento County, California, or by videoconference or on documents alone at the election of the party seeking relief. The arbitrator may award the same individual relief a court could, and judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver

Disputes will be arbitrated only on an individual basis. Neither party may bring a claim as a plaintiff or class member in a class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate claims or preside over any representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim — and only that claim — will proceed in court, and the rest of this Section remains in effect.

Exceptions

• Small claims. Either party may bring an individual action in small claims court if it qualifies.
• Intellectual property and injunctive relief. Either party may seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information.
• Where prohibited by law. This Section does not apply to the extent applicable law in your jurisdiction prohibits pre-dispute arbitration agreements or class action waivers, or renders them unenforceable, including in respect of consumers in the United Kingdom, the European Economic Area, and other jurisdictions with equivalent protections. In that case you retain the right to bring proceedings in the courts of your place of residence or establishment, and the rest of these Terms continues to apply.

Your right to opt out

You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice stating your name, workspace, and an unambiguous statement that you decline arbitration, to [email protected] or the postal address in Section 19. Opting out affects only this Section; everything else in these Terms continues to apply, and we will not treat it as a reason to refuse or terminate service. If you opt out, disputes will be resolved in the courts identified below.

Governing law and venue

These Terms are governed by the laws of the State of California, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. For disputes not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in Sacramento County, California — except where mandatory law gives you the right to bring proceedings in your local courts, which we do not seek to override.

17.Changes to these Terms

We may update these Terms as the Service and applicable law change. The "Last updated" date above shows when.

For material changes we will give at least 30 days' notice before they take effect, by email to your billing or administrative contact or by notice in the Service. Continuing to use the Service after a change takes effect constitutes acceptance. If you do not accept a material change, you may cancel before it takes effect, and we will refund any prepaid fees covering the period after cancellation.

Changes required by law, or that address a security risk, may take effect immediately.

18.General

Entire agreement. These Terms, together with the documents they incorporate, are the entire agreement between the parties on this subject and supersede all prior discussions. If you and Aiome have signed a separate written agreement covering the Service, that agreement controls where it conflicts.

No purchase order terms. Any terms on a purchase order or vendor form you issue are of no effect and do not modify these Terms.

Severability. If a provision is held unenforceable, it will be modified to the minimum extent necessary, or severed, and the rest remains in effect.

No waiver. A failure to enforce a provision is not a waiver of it.

Assignment. You may not assign these Terms without our written consent, except to a successor of all or substantially all of your business or assets. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. Any other attempted assignment is void.

Force majeure. Neither party is liable for a failure to perform caused by events beyond its reasonable control, excluding payment obligations.

Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.

Notices. We may give notice by email to your account contacts or by posting in the Service. You must give notice to [email protected] or the postal address in Section 19. Notices are effective on receipt, or on the day after sending by email if no delivery failure is received.

Publicity. We will not use your name or logo publicly without your prior written consent.

Export and sanctions. You will comply with applicable export control and sanctions laws and will not make the Service available to any restricted party or embargoed jurisdiction.

US Government users. The Service is "commercial computer software" under FAR 12.212 and DFARS 227.7202; government users receive only the rights granted here.

Language. These Terms are written in English, and the English version controls in any conflict with a translation.

19.Contact

Aiome Systems LLC

1401 21st St Ste R, Sacramento, CA 95811, United States — our registered address, for legal notices and service of process

Contact

aiome.io/contact · [email protected] for legal notices