Terms of Use

1. Acceptance of Terms

These Terms of Use (“Terms”) constitute a legally binding agreement between you (“you” or “User”) and Cinchapi, Inc. (“Cinchapi,” “we,” “our,” or “us”) governing your access to and use of all Cinchapi products, services, applications, platforms, websites, APIs, and related technologies, including those available at https://cinchapi.com and https://api.cinchapi.com (collectively, the “Services”).

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use our Services.

If you are using the Services on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and “you” refers to both you individually and such entity.

Where Cinchapi processes personal data on behalf of a business or organization, our Data Processing Addendum (“DPA”) is incorporated into these Terms and applies to that processing.

2. Eligibility

You must be at least thirteen (13) years of age to use our Services. Our Services are not directed to, or intended for, children under 13, and we do not knowingly collect personal data from children under 13.

Users between the ages of thirteen (13) and eighteen (18) must have permission from their parent or legal guardian to use the Services. By permitting a minor to use the Services, the parent or guardian agrees to be bound by these Terms on behalf of the minor and assumes full responsibility for the minor’s use of the Services, including all financial charges and legal liability.

By using the Services, you represent and warrant that you meet the applicable age requirements described above and have the legal capacity (or parental/guardian consent) to enter into these Terms. If you do not meet these requirements, you are not authorized to use the Services.

3. Account Registration and Security

To access certain features of the Services, you may be required to create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information to keep it accurate and current
• Maintain the confidentiality of your account credentials and restrict access to your account
• Accept responsibility for all activities that occur under your account
• Notify Cinchapi immediately of any unauthorized use of your account or any other breach of security

Cinchapi reserves the right to suspend or terminate your account if any information provided is inaccurate, misleading, or incomplete, or if we reasonably believe your account has been compromised.

3.1 Organizations and Workspaces

If you join or use a workspace managed by an organization or another person, your access to that workspace is subject to its authorized administration and applicable policies. Depending on their assigned roles and the functionality available in the Services, owners, administrators, and billing managers may manage workspace settings, invite or remove members, assign or revoke licenses, manage subscriptions and shared credits, and review membership, billing, and usage information.

Workspace administration does not automatically grant access to every user’s content. Access to conversations, files, and other Customer Data depends on the applicable Service’s permissions and sharing settings. An administrative role alone does not grant access to another user’s private conversations.

The organization is responsible for its authorized administrative instructions and for providing its users with any required notices about workspace management and data handling. Administrators must act within their authority and comply with applicable law.

Removing your membership or license may end your access to the affected workspace or paid features. It does not, by itself, delete your individual Cinchapi account or cancel the organization’s subscriptions. Contact your workspace administrator about organization-controlled access, licenses, and shared resources.

4. Description of Services

Cinchapi provides an Operational AI platform and related products that connect data, AI models, and business systems to help individuals and organizations perform work and automate operations. The Services support both interactive collaboration with AI and autonomous execution of tasks and workflows toward user-defined goals, subject to configured permissions, instructions, and controls.

Depending on the product and plan, the Services may include:

• Connecting, synchronizing, organizing, and retrieving data and knowledge across systems
• AI-powered conversation, research, analysis, coding, and content generation
• Coordination of AI models, tools, and agents to perform work
• Autonomous agents, including ambient agents, that plan and execute workflows toward user-defined goals
• Integrations, APIs, developer tools, monitoring, and administrative controls

The specific features and capabilities available to you may vary depending on your subscription plan, service tier, or contractual arrangement with Cinchapi.

4.1 Beta and Preview Features

From time to time, Cinchapi may offer access to features, services, or functionality that are designated as beta, preview, experimental, or early access (“Beta Features”). Beta Features are provided “as is” and may be modified, suspended, or discontinued at any time without notice. Cinchapi makes no warranties or commitments regarding the availability, performance, or reliability of Beta Features, and Beta Features may not be covered by customer support or service level commitments. You should evaluate Beta Features before relying on them. Liability arising from Beta Features is subject to Section 13, applicable law, and any express commitments in a separate written agreement. The notice and refund protections in Section 17 apply if a change materially reduces functionality included in a paid subscription.

5. Usage Limits and Fair Use

Access to the Services is subject to usage limits determined by your subscription plan or service tier. Usage allocations may govern, without limitation, the following:

• The number of AI agent tasks, requests, or operations permitted within a given period
• The volume of data that may be processed, stored, or transmitted through the Services
• Access to specific AI models, features, and capabilities
• API call limits and rate limits
• The number of connected integrations or data sources
• The number of authorized users or seats on the account

Current plan limits and allocations are published on the Cinchapi website or set forth in your applicable order form or enterprise service agreement.

5.1 Exceeding Usage Limits

If your usage exceeds the limits included in your subscription plan, Cinchapi reserves the right, at its sole discretion, to take one or more of the following actions:

• Throttle or rate-limit requests to reduce usage to levels consistent with your plan’s allocations
• Temporarily or permanently restrict access to certain features, AI models, or capabilities
• Prioritize requests from users operating within their plan limits, resulting in queuing or delayed processing of your requests
• Downgrade your access to a lower service tier until usage normalizes or you upgrade to an appropriate plan
• Suspend certain functionality until the commencement of the next billing cycle

Cinchapi will make commercially reasonable efforts to provide notice of impending or active usage restrictions through in-application notifications, email, or account dashboard alerts. However, in cases where excessive usage materially impacts other users or the stability of the Services, Cinchapi may take immediate action without prior notice.

5.2 Overage Fees

Depending on your subscription plan, overage fees may apply when usage exceeds included allocations. Applicable overage rates will be specified on the pricing page for your plan, in your order form, or in your enterprise service agreement. Cinchapi reserves the right to charge overage fees automatically to the payment method on file. You may avoid overage charges by upgrading to a plan with higher usage limits before exceeding your current allocations.

5.3 Fair Use Policy

All subscription plans are subject to a fair use policy. Plans are designed and priced based on typical usage patterns for their respective tiers, and Users are expected to use the Services in a manner consistent with the intended purpose of their selected plan. The following activities are prohibited:

• Use of automated scripts, bots, or processes designed to generate excessive load on the Services or to circumvent usage limits
• Sharing account credentials or access across multiple individuals or entities beyond the number of authorized seats included in the plan
• Systematic exploitation of free tiers, trial periods, or promotional offers in a manner inconsistent with their intended purpose
• Any pattern of usage that Cinchapi reasonably determines is intended to evade or undermine usage-based pricing

Cinchapi reserves the right to define and enforce fair use thresholds at its discretion. Changes to plan limits, usage allocations, and fair use policies are subject to the notice and refund protections in Section 17.

6. Acceptable Use

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

• Use the Services to violate any applicable federal, state, local, or international law or regulation
• Use the Services to infringe upon the intellectual property rights, privacy rights, or other rights of any third party
• Transmit or process any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
• Attempt to gain unauthorized access to the Services, other user accounts, or any connected systems or networks
• Interfere with or disrupt the integrity, performance, or availability of the Services or related infrastructure
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services
• Misappropriate Cinchapi proprietary technology or extract non-public source code, model weights, or other protected components to develop a competing product or service. This restriction does not prohibit ordinary internal evaluation or benchmarking, or using the Services for lawful coding, analytics, or application development, including applications with overlapping functionality
• Use the Services to generate, distribute, or facilitate spam, malware, phishing, deepfakes, or other deceptive or malicious content
• Circumvent, disable, or otherwise interfere with any security or access control features of the Services
• Use AI agents, assistants, analysts, or automations in a manner that could cause harm to individuals, organizations, or systems
• Scrape, crawl, or use automated means to extract data from the Services except through authorized APIs
• Use the Services to generate content that facilitates illegal activity, harassment, or discrimination

Cinchapi reserves the right to investigate and take appropriate action against any User who violates these provisions, including suspending or terminating access and reporting to law enforcement authorities.

7. Sensitive and Regulated Data

You must obtain Cinchapi’s express written agreement before submitting protected health information subject to HIPAA, Social Security numbers, financial account or payment-card numbers, government-issued identification numbers, or educational, financial, or other records requiring sector-specific safeguards beyond those provided under these Terms (“Restricted Regulated Data”). The written agreement must authorize the relevant data and establish any required safeguards or additional terms, such as a business associate agreement. The ability to upload data does not constitute authorization to submit it.

Ordinary confidential business information and personal data are not Restricted Regulated Data solely because they are confidential or subject to general data protection laws. You remain responsible for having the rights and lawful basis to submit data and for using the Services in accordance with applicable law. Cinchapi remains responsible for its own obligations under applicable law and any applicable data processing or other written agreement.

Unless expressly agreed in writing, Cinchapi does not represent that the Services meet HIPAA, PCI-DSS, FERPA, or other sector-specific requirements. Contact legal@cinchapi.com before submitting Restricted Regulated Data to discuss appropriate arrangements.

8. AI-Specific Terms

8.1 Nature of AI Outputs

The Services utilize artificial intelligence technologies to generate outputs, recommendations, actions, and results (“AI Outputs”). You acknowledge and agree that:

• AI Outputs are generated by machine learning models and may not always be accurate, complete, or appropriate for your specific circumstances
• AI Outputs do not constitute professional advice (including legal, medical, financial, or other professional advice) and should not be relied upon as such
• You are solely responsible for evaluating, validating, and determining the appropriateness of any AI Outputs before relying on or acting upon them
• Similar or identical prompts may produce different results at different times due to the nature of the underlying AI models
• Cinchapi does not guarantee any specific outcome or result from the use of AI features

8.2 AI Agents, Assistants, and Analysts

Certain Services allow you to configure and deploy AI agents, assistants, and analysts that operate autonomously or semi-autonomously based on goals, objectives, and parameters you define. You acknowledge and agree that:

• You are responsible for the instructions, goals, configurations, and parameters you provide to AI agents, assistants, and analysts
• AI agents, assistants, and analysts may take actions across connected systems and services based on your instructions, and you assume responsibility for the consequences of those actions
• While Cinchapi provides safeguards, rollback capabilities, and monitoring tools, it is your responsibility to review and oversee the actions taken by AI agents, assistants, and analysts
• Liability for actions taken by AI agents, assistants, or analysts, including unintended consequences, data loss, or other harm, is subject to Section 13, applicable law, and any express commitments in a separate written agreement

8.3 AI Model Availability

The Services may utilize multiple AI models from various providers. Cinchapi reserves the right to modify, replace, add, or remove AI models available through the Services at any time, subject to the notice and refund protections in Section 17 for changes that materially reduce paid functionality. The availability of specific models may vary by subscription plan, region, or time; no particular model is guaranteed unless expressly agreed in writing.

8.4 Customer Data and Model Training

For purposes of these Terms, “Customer Data” includes Your Content, prompts, inputs, uploaded files, data retrieved from connected systems at your direction, other user submissions, and AI Outputs generated for you. “Service Data” means technical and operational information relating to your use of the Services, including system logs, performance metrics, telemetry, and feature-usage statistics. Service Data excludes Customer Data, the content of Customer Data, and information reasonably capable of reconstructing or revealing Customer Data.

“Model Training” means using data to train, retrain, fine-tune, distill, or otherwise create or modify the weights or parameters of an artificial-intelligence or machine-learning model. A “Shared Model” is any model other than a Customer-Specific Model that is used by or for Cinchapi, another customer, or a third party. A “Customer-Specific Model” is a model or model customization created at a customer’s direction solely for that customer’s use and not used to train or improve another model or provide model functionality to another customer or third party.

An “Enterprise Offering” is a Service identified as enterprise in the applicable subscription plan, order form, service description, or written agreement. An “API Offering” is access to the Services through a Cinchapi application programming interface under an applicable API plan or agreement.

Cinchapi does not use Customer Data for Model Training by default. If Cinchapi offers an optional model-improvement program, you may affirmatively enroll through the controls we provide. While you are enrolled, Cinchapi may use eligible Customer Data to perform Model Training, including to train or improve Shared Models. The enrollment notice will describe the eligible Customer Data, purposes, retention period, and available controls. Enrollment applies only to eligible Customer Data submitted after you enroll unless you separately agree otherwise. You may withdraw prospectively at any time. Withdrawal stops the use of your Customer Data in future Model Training after the change takes effect, but does not require Cinchapi to retrain, modify, or delete models developed before withdrawal. An affirmative enrollment may be limited to specific Customer Data that you choose to submit through a clearly disclosed feedback or model-improvement control.

For an organization or workspace account, only an owner or administrator authorized to manage data settings may enroll Customer Data in an optional model-improvement program. The enrollment controls will identify the account, workspace, users, and eligible Customer Data within the scope of the enrollment. The person enrolling represents that they have authority to make that choice for the displayed scope. An individual user may not enroll organization or workspace Customer Data outside that user’s authorized scope.

Cinchapi does not use Customer Data submitted through an Enterprise Offering or API Offering to perform Model Training on a Shared Model, including through an optional model-improvement or feedback control. At a customer’s request, Cinchapi may use specifically designated Customer Data solely to create, fine-tune, evaluate, or operate a Customer-Specific Model under a separate written agreement that describes the authorized use. Customer Data used for a Customer-Specific Model will not be used to train or improve a Shared Model.

Model Training does not include processing Customer Data through a model to generate an output; retrieval-augmented generation; creating embeddings, indexes, or caches solely to provide the Services to you; prompt configuration; or other processing that does not modify model weights or parameters. Cinchapi may use Service Data, and aggregated or de-identified information that cannot reasonably identify you or your organization or reveal Customer Data, to operate, maintain, secure, support, analyze, and improve the Services. Cinchapi may also use Service Data to train narrow models used solely to detect and address fraud, abuse, safety, reliability, and performance issues. These permissions do not authorize Model Training on Customer Data, which requires the affirmative enrollment or separate written agreement described in this Section 8.4. Cinchapi does not use Service Data or aggregated or de-identified information to train or improve general-purpose generative AI models.

To provide AI functionality, Cinchapi may transmit Customer Data to third-party AI model and infrastructure providers for inference and related processing. Cinchapi takes commercially reasonable measures to prevent those providers from using Customer Data to train or improve their own models or models for third parties. Depending on the provider and offering, these measures may include negotiated contractual protections, provider commercial or API terms that restrict such use, and enabled data-use controls. Cinchapi also enables zero-data-retention or comparable minimum-retention settings where commercially available and technically supported and otherwise uses available controls to minimize provider retention. Provider retention practices and zero-data-retention availability vary by provider, model, and offering; Cinchapi does not guarantee zero data retention unless expressly stated in a separate written agreement. A provider may perform Model Training solely on Cinchapi’s behalf when authorized by your affirmative enrollment or a written agreement for a Customer-Specific Model. Third-Party Services that you independently connect under your own account remain subject to your agreement with those services.

For additional information, please see Section 3.1 of our Privacy Policy.

9. Intellectual Property

9.1 Cinchapi’s Intellectual Property

The Services, including all software, algorithms, models, designs, user interfaces, documentation, trademarks, and content provided by Cinchapi, are and shall remain the exclusive property of Cinchapi and its licensors. These Terms do not grant you any right, title, or interest in the Services beyond the limited right to use them in accordance with these Terms.

9.2 Your Content

You retain ownership of all data, content, and materials you submit to or process through the Services (“Your Content”). You grant Cinchapi a limited, non-exclusive, worldwide license to access, use, process, copy, host, store, synchronize, transform, structure, index, cache, transmit, and display Your Content solely as necessary to provide, operate, maintain, secure, support, and troubleshoot the Services for you, carry out your instructions, and comply with applicable law. This license does not permit Cinchapi to use Your Content for Model Training except as expressly authorized under Section 8.4. Cinchapi will handle Your Content in accordance with our Privacy Policy and applicable data-processing agreements.

You represent and warrant that you own or have all rights, permissions, notices, consents, and lawful bases necessary for Cinchapi to receive, access, copy, host, store, synchronize, transform, transmit, and otherwise process Your Content as contemplated by these Terms and your instructions, and that such processing will not violate applicable law or the rights of any third party.

9.3 AI-Generated Output Ownership

Subject to your compliance with these Terms and any applicable subscription or license agreements, you retain ownership of outputs generated by the Services using Your Content and your configurations. Cinchapi does not claim ownership of AI Outputs generated specifically for you. However, similar or identical outputs may be independently generated for other users, and Cinchapi retains all rights in its underlying models, algorithms, and technologies.

9.4 Feedback

If you provide suggestions, ideas, feedback, or recommendations regarding the Services (“Feedback”), you grant Cinchapi a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Services without obligation to you. Feedback does not include Your Content or other Customer Data submitted to or processed through the Services. Cinchapi may use Customer Data associated with Feedback for Model Training only as expressly authorized under Section 8.4.

9.5 Copyright Infringement (DMCA)

Cinchapi respects the intellectual property rights of others and expects Users to do the same. If you believe that content available through the Services infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing the following information in writing to our designated agent:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf
• Identification of the copyrighted work claimed to have been infringed
• Identification of the material that is claimed to be infringing, with sufficient detail for Cinchapi to locate it within the Services
• Your contact information, including name, address, telephone number, and email address
• A statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law
• A statement, under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner

DMCA notices should be sent to: legal@cinchapi.com.

Cinchapi may remove or disable access to allegedly infringing content and may terminate the accounts of repeat infringers in appropriate circumstances.

10. Subscription, Fees, and Payment

Certain Services may require payment of fees. By subscribing to a paid plan, you agree to the following:

• Fees are as stated on our website or in your order form at the time of purchase
• Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date
• Cinchapi will provide at least thirty (30) days’ advance notice of subscription price increases. An increase takes effect at your next renewal occurring after that notice period. You may cancel before renewal to avoid the increased price
• You are responsible for all applicable taxes associated with your use of the Services

10.1 Free Trials

Cinchapi may offer free trial access to the Services, including through third-party promotions. Free trials may be subject to additional terms and conditions, are non-transferable, and have no monetary value. Violating any additional terms and conditions or these Terms may result in immediate termination of your free trial. Free trials are available only to users who have not previously subscribed to the Services or previously received a free trial.

To activate a free trial, you must complete Cinchapi’s registration requirements, which may be updated from time to time and may include providing a valid payment method and email address. If a payment method is required, you will not be charged until after your free trial expires. Upon expiration of your free trial, you will be automatically charged the then-current subscription price for the applicable Service unless you cancel before the trial period ends. You may cancel your free trial at any time through your account settings in the Services.

10.2 No Refunds

Except where required by applicable law or expressly provided in these Terms or a separate written agreement, fees paid to Cinchapi are non-refundable. This includes, without limitation, subscription fees, usage-based charges, overage fees, and one-time payments. No refunds or credits will be issued for partial billing periods, unused features, downgrades, or termination initiated by you.

If Cinchapi terminates a prepaid Service without cause, or discontinues a prepaid Service before the end of the applicable subscription period, Cinchapi will refund the unused prepaid subscription fees for the affected period. This does not require a refund of usage-based charges, overage fees, one-time fees for Services already performed, or amounts attributable to a termination based on your breach, unlawful use, or risk of harm.

If your payment method fails or your account becomes delinquent, Cinchapi may suspend or terminate your access to paid features.

10.3 Usage Credits

Cinchapi may offer prepaid usage credits that supplement the usage included in your subscription (“Purchased Credits”). The purchase offer identifies the price, number of credits, and any applicable bonus. Credits measure eligible Service usage; they do not represent money, a deposit account, or an ownership interest in Cinchapi. Credits cannot be redeemed for cash except where required by applicable law or expressly provided in these Terms.

Purchased Credits belong to the workspace for which they are purchased and may be consumed by eligible users in that workspace. They are not reserved for the individual who purchases them. Purchased Credits do not replace any subscription, license, or other access requirement for the applicable Service.

Included subscription usage is consumed before supplemental credits. When multiple supplemental credit balances are available to a user, credits with the earliest expiration are consumed first. The amount consumed depends on the applicable Service, model, operation, and usage rates.

Unless a different period is disclosed at purchase, Purchased Credits expire twelve (12) months after they are added to the workspace. Unused Purchased Credits remain available across billing periods until consumed or expired. Cancellation of a subscription does not extend their expiration or, by itself, cause them to expire early. Credits remain subject to the access requirements for the applicable Services.

Cinchapi may separately provide complimentary or promotional credits. Such credits may be limited to a particular user, workspace, Service, or promotional purpose and expire on the date disclosed when granted. They have no cash redemption or refund value.

Credits may not be sold, assigned, or transferred between accounts or workspaces without Cinchapi’s written approval. Authorized use of a shared workspace balance by its eligible users is not a prohibited transfer.

Except as required by law or expressly provided in these Terms or a separate written agreement, credit purchases are non-refundable. If Cinchapi permanently discontinues the Services for which unexpired Purchased Credits are usable, or terminates the affected workspace without cause, Cinchapi will refund the amount paid attributable to the unused Purchased Credits. Any refund will reflect applicable purchase discounts and bonus credits and will not exceed the amount actually paid for the corresponding purchase.

10.4 Subscription Cancellation

You may cancel renewal of a subscription through the applicable workspace’s Billing settings by selecting “Manage billing” and completing cancellation in the billing portal. For organization or workspace subscriptions, cancellation must be completed by an owner, administrator, or other user authorized to manage billing. If you cannot access the cancellation controls, contact us at legal@cinchapi.com for assistance.

Unless a different effective date is expressly agreed or required by applicable law, cancellation takes effect at the end of the current paid billing period. The affected subscription will not renew, and its paid features remain available through that period, subject to these Terms. Cancellation does not eliminate charges already incurred and does not entitle you to a refund for the remaining period except as provided in Section 10.2 or required by law.

Canceling a subscription does not, by itself, delete your account, workspace, or Customer Data. Account or workspace deletion is a separate action governed by Section 15 and the Privacy Policy. Removing a user, leaving a workspace, uninstalling an application, or stopping use of the Services does not, by itself, cancel a subscription.

Purchased Credits are governed by Section 10.3. Any cancellation provisions in a separate written agreement control for the Services covered by that agreement.

11. Third-Party Services and Integrations

The Services may integrate with or connect to third-party platforms, services, APIs, and data sources (“Third-Party Services”). Your use of Third-Party Services is subject to the terms and conditions of those third parties. Cinchapi is not responsible for the availability, accuracy, security, or practices of any Third-Party Services. You are solely responsible for:

• Ensuring you have the necessary rights and permissions to connect Third-Party Services
• Compliance with the terms and policies of Third-Party Services
• Any data shared between our Services and Third-Party Services

Data synchronized between the Services and Third-Party Services may be delayed, incomplete, duplicated, inaccurate, or unavailable because of factors outside Cinchapi’s control, including third-party outages, rate limits, permissions, configuration, and changes to third-party APIs or services. Unless Cinchapi agrees otherwise in writing, Cinchapi does not warrant that synchronization will be real-time, continuous, complete, accurate, or error-free.

You are responsible for reviewing and validating synchronized data and for maintaining independent copies or backups appropriate to your needs. Any backup, disaster recovery, recovery-point, or recovery-time commitment must be expressly included in your subscription plan or a separate written agreement.

12. Disclaimers

The Services are provided “as is” and “as available” 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.

Without limiting the foregoing, Cinchapi does not warrant that:

• The Services will be uninterrupted, timely, secure, or error-free
• The results obtained from the Services, including AI Outputs, will be accurate, reliable, or complete
• Any defects in the Services will be corrected
• The Services will meet your specific requirements or expectations

You acknowledge that the use of AI technologies involves inherent uncertainties and that Cinchapi cannot guarantee specific outcomes. Cinchapi does not make any commitment regarding uptime, availability, or service levels unless separately agreed upon in a written enterprise service agreement.

13. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Cinchapi, its directors, officers, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to damages for loss of profits, data, goodwill, business opportunity, or other intangible losses, arising out of or in connection with your use of or inability to use the Services, regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if Cinchapi has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, Cinchapi’s total aggregate liability arising out of or related to these Terms or the Services shall not exceed the greater of (a) the total fees paid by you to Cinchapi during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred dollars ($100).

14. Indemnification

If you use the Services on behalf of a business or organization, then, to the extent permitted by law, you agree to indemnify, defend, and hold harmless Cinchapi and its officers, directors, employees, agents, and affiliates from and against third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your use of or access to the Services
• Your violation of these Terms or any applicable law or regulation
• Your Content or any data you submit to or process through the Services, including any sensitive or regulated data
• Actions taken by AI agents, assistants, or analysts operating under your instructions, goals, or configurations
• Your use of connected Third-Party Services through our platform
• Your exceeding of usage limits or violation of the Fair Use Policy

These obligations do not apply to the extent a claim is caused by Cinchapi’s breach of these Terms, negligence, or willful misconduct. Cinchapi will promptly notify you in writing of a claim and provide reasonable cooperation at your expense. A delay in notice relieves you of your obligations only to the extent it materially prejudices your defense. You may control the defense and settlement using reasonably qualified counsel, and Cinchapi may participate through its own counsel at its own expense. You may not settle a claim in a manner that requires an admission of wrongdoing, payment, or nonmonetary obligation by an indemnified party without that party’s prior written consent, which will not be unreasonably withheld.

15. Termination

You may terminate your account at any time by following the instructions in the Services or by contacting us. Cinchapi may suspend or terminate your access to the Services if we reasonably determine that you have violated these Terms, applicable law, or a third-party right; your use creates risk or harm to Cinchapi, the Services, or others; payment is delinquent; or suspension or termination is otherwise reasonably necessary to protect the Services. Cinchapi may also discontinue all or part of a Service or terminate access for other business reasons. Where reasonably practicable, Cinchapi will provide advance notice of a discontinuation or termination not based on your conduct.

Upon termination:

• Your right to access and use the Services will immediately cease
• Unless Cinchapi terminates your access for a violation of these Terms or to comply with applicable law, during the thirty (30) days following termination, upon your written request and subject to payment of all outstanding amounts, Cinchapi will use commercially reasonable efforts to make Customer Data available for export using its then-available export functionality. This limited retrieval right does not restore general access to the Services. Any post-termination use of the Services remains subject to these Terms and any applicable fees
• Following any applicable retrieval period, Cinchapi will retain and delete account data in accordance with our Privacy Policy. Cinchapi has no obligation to maintain or provide Customer Data after the retrieval period, and Customer Data may be deleted or anonymized within the period stated in the Privacy Policy, subject to routine backup rotation and retention permitted by the Privacy Policy or required by applicable law
• Any outstanding fees owed to Cinchapi, including accrued overage fees, become immediately due and payable
• Refunds, if any, will be handled in accordance with Section 10.2 and applicable law
• Provisions that by their nature should survive termination will survive, including Sections 8.4 (Customer Data and Model Training), 9 (Intellectual Property), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), and 16 (Governing Law and Dispute Resolution)

16. Governing Law and Dispute Resolution

16.1 Governing Law

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

16.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall first be submitted to good-faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation within thirty (30) days, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”). If you use the Services for personal, family, or household purposes, the AAA Consumer Arbitration Rules and Consumer Due Process Protocol will apply. Otherwise, the AAA Commercial Arbitration Rules will apply. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

Consumer arbitration hearings will be conducted by video or telephone where reasonably available, or in the county where you reside unless the parties agree otherwise. Other arbitration hearings will be conducted in the State of Delaware unless the parties agree otherwise. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Either party may bring an individual claim in small claims court if it qualifies. Either party may also seek injunctive or equitable relief in court to stop unauthorized use or abuse of the Services or infringement or misappropriation of intellectual-property rights.

You may opt out of this arbitration provision by sending written notice to legal@cinchapi.com within thirty (30) days of first accepting these Terms. Your opt-out notice must include your full name, account email address, and a clear statement that you wish to opt out of binding arbitration. If you opt out, you and Cinchapi agree to resolve disputes exclusively in the state or federal courts located in the State of Delaware. Opting out of arbitration does not affect any other provision of these Terms.

If Cinchapi materially changes this arbitration provision, you may reject that change by sending the same written notice within thirty (30) days after receiving notice of the change. If you reject only the change, the most recent arbitration provision you previously accepted will continue to apply.

16.3 Class Action Waiver

To the fullest extent permitted by law, you agree that any disputes will be resolved on an individual basis and you waive your right to participate in a class action, class-wide arbitration, or any other representative proceeding.

16.4 Applicability to EU/UK Users

If you are located in the European Economic Area or the United Kingdom, nothing in this Section shall limit any rights you have under applicable consumer protection laws that cannot be waived by contract, including any right to bring proceedings in your local courts.

17. Modifications to Terms

Cinchapi may update these Terms and will post the updated version with its effective date. We will provide at least thirty (30) days’ advance notice by email or through the Services of changes that materially adversely affect your rights or obligations, or materially reduce functionality or usage allocations included in your paid subscription. Changes needed to comply with law or address an urgent security or abuse risk may take effect sooner; we will provide notice as soon as reasonably practicable and explain the reason for the shorter notice. Other changes take effect on the date stated in the updated Terms or notice. Subscription price increases are governed by Section 10.

If you disagree with a materially adverse change, you may terminate the affected Services by notifying legal@cinchapi.com before the change takes effect, or within thirty (30) days after notice if it takes effect sooner. Termination will take effect when the change takes effect or, if later, when we receive your notice. We will refund unused prepaid subscription fees for the affected period and the amount paid for unexpired, unused Purchased Credits that can no longer be used as a result, calculated as described in Section 10.3. This remedy also applies when a change required by law or an urgent security or abuse risk reduces paid functionality, but does not apply to restrictions resulting from your breach of these Terms. Continued use after a change takes effect constitutes acceptance, subject to this termination right and applicable law.

A change to these Terms will not, by itself, authorize Cinchapi to use Customer Data collected while Model Training was disabled for Model Training. Such use requires your affirmative enrollment or a separate written agreement as described in Section 8.4.

18. General Provisions

• Entire Agreement. These Terms, together with the Privacy Policy, Data Processing Addendum, and any applicable order forms, enterprise service agreements, or data processing terms, constitute the entire agreement between you and Cinchapi regarding the Services and supersede all prior agreements and understandings. If a separate enterprise service agreement, API agreement, order form, data processing agreement, or model-customization agreement conflicts with these Terms, the separate agreement controls for the applicable Services and subject matter.
• Severability. If any provision of these Terms is held to be 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.
• Waiver. No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term, and Cinchapi’s failure to assert any right or provision shall not constitute a waiver of such right or provision.
• Assignment. You may not assign or transfer these Terms or your rights hereunder without the prior written consent of Cinchapi. Cinchapi may freely assign these Terms without restriction.
• Force Majeure. Cinchapi shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, government actions, epidemics, or failures of third-party services or infrastructure.
• Notices. Notices to you may be provided via email to the address associated with your account or through the Services. Notices to Cinchapi should be sent to legal@cinchapi.com.
• Export Compliance. You agree to comply with all applicable export and re-export control laws and regulations in your use of the Services.

19. Contact Information

If you have any questions or concerns about these Terms, please contact us at:

Cinchapi, Inc.
1175 Peachtree St NE
Atlanta, GA 30361
Email: legal@cinchapi.com
Website: https://cinchapi.com