Terms of Service

1. Introduction and Acceptance

Welcome to ElmWater AI ("Company," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our website, platform, AI models, and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

These Terms constitute a legally binding agreement between you (either as an individual or on behalf of an entity) and ElmWater AI. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

2. Description of Services

ElmWater AI provides enterprise-grade artificial intelligence solutions specifically designed for the financial services industry. Our Services include:

• AI Models: Customized expert models tailored for financial analysis, research, and decision-making
• Private Cloud Deployment: Secure, compliant deployment options in your cloud, hybrid, or on-premises environments
• Financial AI Platform: Web-based platform for accessing and utilizing our AI capabilities
• Support Services: Dedicated technical support, compliance alignment, and continuous model improvement
• Integration Services: APIs and integration tools for connecting our AI with your existing systems

The specific Services available to you depend on your subscription plan and any additional agreements you have entered into with us.

3. Account Registration and Security

3.1 Account Creation

To access certain features of our Services, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use a strong, unique password for your account
• Immediately notify us of any unauthorized use of your account
• Not share your account credentials with third parties
• Ensure that you exit from your account at the end of each session

3.3 Enterprise Accounts

For enterprise customers, your organization's administrator will have the ability to manage user accounts, access controls, and permissions. You acknowledge that your organization may have visibility into your use of the Services.

4. Acceptable Use Policy

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any way that violates applicable federal, state, local, or international law or regulation
• Use the Services for any fraudulent or illegal purpose
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, servers, or networks
• Use automated scripts, bots, or scrapers to extract data from the Services without prior written consent
• Reverse engineer, decompile, or attempt to extract source code from our AI models or software
• Upload or transmit viruses, malware, or any other malicious code
• Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity
• Use the Services to manipulate markets, engage in insider trading, or violate securities laws
• Use the output from our AI models to develop competing AI models or services
• Share or resell access to the Services without explicit written authorization

5. Intellectual Property Rights

5.1 Our Intellectual Property

The Services, including all AI models, algorithms, software, text, graphics, logos, and other content provided by us, are owned by or licensed to ElmWater AI and are protected by copyright, trademark, patent, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes in accordance with these Terms.

5.2 Your Data

You retain all rights to the data, content, and materials you input into the Services ("Customer Data"). By using the Services, you grant us a limited license to use, process, and analyze Customer Data solely for the purpose of providing and improving the Services. For customers with private cloud deployments, your data remains within your controlled environment.

5.3 AI-Generated Output

Subject to your compliance with these Terms and applicable law, you own the output generated by our AI models in response to your inputs. However, due to the nature of AI, similar or identical outputs may be generated for other users with similar inputs. We do not assert ownership over AI-generated outputs, but we reserve the right to use aggregated, anonymized insights to improve our Services.

5.4 Feedback

If you provide us with any feedback, suggestions, or ideas about the Services ("Feedback"), you grant us a perpetual, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our Services without any obligation to you.

6. Privacy and Data Security

Your privacy is important to us. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

We implement industry-standard security measures to protect your data, including:

• SOC 2 Type II certification in progress with comprehensive security controls
• Encryption of data in transit and at rest
• Regular security audits and penetration testing
• Role-based access controls and authentication mechanisms
• Infrastructure designed to support compliance with FINRA, SEC, and other applicable regulatory requirements

For more information about our security practices, please visit our Security page.

7. Payment Terms

7.1 Subscription Fees

Access to certain features of the Services requires payment of subscription fees. Fees are based on your selected plan and any additional services or usage beyond your plan limits. All fees are exclusive of applicable taxes unless otherwise stated.

7.2 Payment Method

You agree to provide current, complete, and accurate payment information. You authorize us to charge your designated payment method for all fees incurred. For enterprise customers, payment terms will be specified in your separate service agreement.

7.3 Billing Cycle

Subscription fees are billed in advance on a recurring basis (monthly or annually) depending on your selected plan. Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date.

7.4 Price Changes

We reserve the right to modify our pricing structure at any time. We will provide you with at least 30 days' advance notice of any price increases. If you do not agree to the price increase, you may cancel your subscription before the new pricing takes effect.

7.5 Refunds

Except as required by law or as expressly stated in your service agreement, all fees are non-refundable. If you cancel your subscription, you will continue to have access to the Services through the end of your current billing period.

7.6 Late Payment

If payment is not received by the due date, we reserve the right to suspend or terminate your access to the Services. You will be responsible for all costs and expenses (including reasonable attorneys' fees) incurred in collecting past-due amounts.

8. Regulatory Compliance

As a provider of AI services to the financial services industry, we build our infrastructure and features to support compliance with applicable laws and regulations, including but not limited to:

• Securities and Exchange Commission (SEC) regulations
• Financial Industry Regulatory Authority (FINRA) rules
• Gramm-Leach-Bliley Act (GLBA)
• General Data Protection Regulation (GDPR) for EU customers
• California Consumer Privacy Act (CCPA)
• Other applicable financial services regulations

Our Services include features such as audit trails, record retention capabilities, and security controls designed to help regulated financial institutions meet their compliance obligations.

Client Responsibility: While we design our Services to support your compliance obligations, you are ultimately responsible for ensuring that your use of the Services complies with all applicable laws, regulations, and industry standards relevant to your organization. We are not a regulated financial entity, and compliance with FINRA, SEC, and other regulatory requirements is the responsibility of your institution.

Record Retention: You acknowledge that certain financial regulations require the retention of records. You are responsible for maintaining appropriate records of your use of the Services as required by applicable law.

9. AI Model Disclaimers and Limitations

9.1 Nature of AI

Our AI models are sophisticated tools designed to assist with financial analysis and decision-making. However, like all AI systems, they have limitations:

• AI models may occasionally produce inaccurate, incomplete, or misleading outputs
• Outputs should be reviewed and verified by qualified professionals before being relied upon
• AI models are trained on historical data and may not account for unprecedented events or market conditions
• The quality of outputs depends on the quality and relevance of inputs provided

9.2 Not Financial Advice

Important: Our Services are tools for information and analysis. They do not constitute financial, investment, legal, tax, or other professional advice. You should consult with qualified professionals before making any financial decisions based on outputs from our Services.

9.3 Human Oversight

We strongly recommend implementing appropriate human oversight and review processes when using our AI models, especially for critical decisions. You are solely responsible for any decisions made based on outputs from our Services.

9.4 Model Updates

We continuously improve our AI models. Updates may result in different outputs for similar inputs compared to previous versions. We will provide notice of material changes to model behavior when feasible.

10. Service Availability and Support

10.1 Service Level

We strive to maintain high availability of our Services. However, we do not guarantee uninterrupted access and may experience downtime for maintenance, updates, or unforeseen circumstances. For enterprise customers, specific service level commitments may be outlined in your service agreement.

10.2 Maintenance and Updates

We reserve the right to modify, update, or discontinue any aspect of the Services at any time. We will make reasonable efforts to provide advance notice of scheduled maintenance that may affect service availability.

10.3 Technical Support

Support options vary by subscription plan. Enterprise customers receive dedicated support as specified in their service agreement. For general inquiries, please contact us at support@elmwaterai.com.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

IN NO EVENT SHALL ELMWATER AI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Services
• Any conduct or content of any third party on the Services
• Any content obtained from the Services
• Unauthorized access, use, or alteration of your transmissions or content
• Errors, inaccuracies, or omissions in AI-generated outputs
• Financial losses resulting from decisions made based on outputs from the Services

IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

12. Indemnification

You agree to defend, indemnify, and hold harmless ElmWater AI and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any rights of another party, including intellectual property rights
• Your violation of any applicable laws or regulations
• Your Customer Data or the combination of your Customer Data with other data
• Financial decisions made based on outputs from the Services

We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

13. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• The Services will meet your specific requirements or expectations
• The Services will be uninterrupted, timely, secure, or error-free
• The results or outputs from the Services will be accurate, reliable, or complete
• The quality of any products, services, information, or other material obtained through the Services will meet your expectations
• Any errors in the Services will be corrected

Some jurisdictions do not allow the disclaimer of implied warranties, so some of the above disclaimers may not apply to you.

14. Term and Termination

14.1 Term

These Terms commence when you first access or use the Services and continue until terminated in accordance with this section.

14.2 Termination by You

You may terminate your account and stop using the Services at any time by contacting us or through your account settings. Termination will be effective at the end of your current billing period.

14.3 Termination by Us

We may suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including but not limited to:

• Breach of these Terms
• Non-payment of fees
• Fraudulent, abusive, or illegal activity
• Violation of applicable laws or regulations
• At your request
• Discontinuation of the Services

14.4 Effect of Termination

Upon termination:

• Your right to access and use the Services will immediately cease
• We may delete your account and Customer Data in accordance with our data retention policies
• You remain responsible for all fees and charges incurred prior to termination
• Sections of these Terms that by their nature should survive termination will survive, including intellectual property provisions, disclaimers, indemnity, and limitations of liability

14.5 Data Retrieval

For private cloud deployments, your data remains in your controlled environment. For other deployment models, you should export any data you wish to retain before terminating your account. We will retain your data for a limited period after termination as specified in our data retention policy, after which it will be permanently deleted.

15. Export Control and Sanctions

The Services may be subject to export control and economic sanctions laws and regulations. You agree to comply with all applicable export control and sanctions laws and regulations, including those of the United States. You represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country, and are not on any list of prohibited or restricted parties.

16. Dispute Resolution and Arbitration

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

16.2 Informal Resolution

Before filing a formal dispute, you agree to contact us at legal@elmwaterai.com to attempt to resolve the dispute informally. We will attempt to resolve the dispute informally by contacting you via email.

16.3 Arbitration Agreement

If informal resolution is unsuccessful, any dispute arising from or relating to these Terms or the Services will be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be conducted in Delaware, unless otherwise agreed.

Exception: Enterprise customers with separate service agreements may have different dispute resolution procedures specified in those agreements.

16.4 Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. ARBITRATORS MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

17. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by email, through the Services, or by posting a notice on our website at least 30 days before the changes take effect.

Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Services and terminate your account.

For enterprise customers, material changes may require amendment to your service agreement.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable service agreement, constitute the entire agreement between you and ElmWater AI regarding the Services and supersede all prior agreements and understandings.

18.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

18.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

18.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign or transfer these Terms without restriction, including to any affiliate or in connection with a merger, acquisition, or sale of assets.

18.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, natural disasters, pandemics, government actions, or failures of third-party services.

18.6 Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties to these Terms.

18.7 Relationship of the Parties

These Terms do not create any agency, partnership, joint venture, employment, or franchisee relationship between you and ElmWater AI.

18.8 Notices

We may provide notices to you via email to the address associated with your account, through the Services, or by posting on our website. You may provide legal notices to us at:

19. Contact Information

If you have any questions about these Terms or the Services, please contact us:

• General Inquiries: support@elmwaterai.com
• Legal Questions: legal@elmwaterai.com
• Privacy Questions: privacy@elmwaterai.com
• Contact Form: Visit our contact page