Legal

Terms of Service

Effective [INSERT DATE] · Last updated [INSERT DATE]

Acceptance of Terms
Definitions
Eligibility
Account Registration and Security
Subscription Services
Professional Services and Audit Sprint Engagements
Intelligence Brief
Fees, Billing, and Payment
Free Trials and Promotional Offers
Taxes
Renewal and Cancellation
Refunds
Acceptable Use
Customer Content
Confidentiality
Intellectual Property
Feedback
Third-Party Services and Integrations
Prohibited Data
Security
Privacy
Compliance with Laws
Export Controls and Sanctions
Artificial Intelligence and AI-Assisted Services
No Professional Advice
No Compliance Guarantee
Customer Representations and Warranties
Disclaimer of Warranties
Limitation of Liability
Indemnification
Termination
Effect of Termination
Suspension
Modifications to the Services and Terms
Governing Law
Dispute Resolution and Arbitration
Class Action Waiver
Notices
DMCA Policy
Force Majeure
Assignment
Severability
Waiver
No Third-Party Beneficiaries
Independent Contractors
Entire Agreement
Survival
Headings and Construction
Contact Information

These Terms of Service ("Terms," "Agreement") govern your access to and use of the websites, customer portal, applications, software, subscription services, professional services, newsletters, and related offerings (collectively, the "Services") provided by Threat Loom, LLC, doing business as SecureLogic AI ("SecureLogic AI," "Company," "we," "our," or "us").

BY ACCESSING OR USING THE SERVICES, BY CLICKING "I AGREE" OR A SIMILAR AFFIRMATION, OR BY CREATING AN ACCOUNT, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

If you are accessing or using the Services on behalf of an organization, you represent and warrant that you have the legal authority to bind that organization to these Terms, and "you" and "Customer" refer to that organization.

These Terms are entered into between SecureLogic AI and you as of the date you first accept these Terms (the "Effective Date").

1. Acceptance of Terms

By creating an Account, by clicking to indicate acceptance, or by accessing or using the Services, you agree to these Terms, our Privacy Policy, and our AI Transparency and Responsible Use Policy, each of which is incorporated by reference into this Agreement.

You further agree to any additional terms applicable to specific Services, features, or offerings that we may communicate to you, including order forms, service descriptions, plan documents, and feature-specific terms (collectively, "Additional Terms"). To the extent any Additional Terms conflict with these Terms, the Additional Terms will govern with respect to the Services they specifically address.

2. Definitions

In these Terms:

"Account" means a SecureLogic AI customer account created by or for the Customer.

"Authorized User" means an individual employee, contractor, or other person authorized by the Customer to access and use the Services on behalf of the Customer, subject to a unique account credential.

"Customer" means the individual or organization that has agreed to these Terms and that is authorized to receive the Services.

"Customer Content" means information, documents, files, prompts, questionnaires, risk assessments, vendor information, policies, procedures, governance documentation, audio recordings, voice inputs, and other materials submitted by or on behalf of Customer through the Services.

"Deliverables" means reports, summaries, classifications, scores, recommendations, action items, transcripts, dashboards, or other outputs produced through the Services in connection with Customer's use of the Services or in connection with Professional Services.

"Order Form" means a written or electronic order (including a checkout summary, subscription confirmation, or signed agreement) describing the Services to be provided, the Subscription Term, applicable fees, and any other commercial terms.

"Professional Services" means advisory, consulting, audit-preparation, or similar services delivered by SecureLogic AI, including Audit Sprint engagements, as set forth in an Order Form or statement of work.

"Services" has the meaning set forth in the introduction to these Terms.

"Subscription Services" means recurring access to the SecureLogic AI platform and its subscription-tier features.

"Subscription Term" means the period during which the Customer is entitled to access the Subscription Services, as set forth in an Order Form, plan selection, or as established by these Terms.

3. Eligibility

The Services are intended for use by businesses, organizations, and individuals using them in a business or professional capacity. By using the Services, you represent and warrant that:

You are at least eighteen (18) years of age;
You have the legal capacity and authority to enter into these Terms;
If you are using the Services on behalf of an organization, you have the legal authority to bind that organization to these Terms;
Your use of the Services does not violate any applicable law or regulation;
You are not located in, ordinarily resident in, or organized under the laws of any jurisdiction subject to comprehensive economic sanctions administered by the U.S. government or other applicable authorities; and
You are not identified on any restricted-party list maintained by the U.S. government, the European Union, the United Nations, or any other applicable governmental authority.

The Services are not directed at children under the age of eighteen (18), and we do not knowingly collect personal information from children. If you believe a child has provided personal information to us, please contact us as described in Section 49 (Contact Information).

4. Account Registration and Security

To access certain Services, you must create an Account. You agree to:

Provide accurate, current, and complete information during Account registration;
Maintain and promptly update Account information to keep it accurate, current, and complete;
Maintain the security and confidentiality of your Account credentials, including any password, multi-factor authentication tokens, recovery codes, and API keys;
Enable Multi-Factor Authentication (MFA) for your Account where required by SecureLogic AI or by your organization;
Promptly notify SecureLogic AI of any unauthorized access to, suspected compromise of, or use of your Account or credentials;
Accept responsibility for all activities that occur under your Account, regardless of whether you authorized those activities, except where unauthorized activity resulted from SecureLogic AI's negligence or intentional misconduct.

You may not share Account credentials with any other person, allow another person to access the Services using your credentials, or maintain more than one free Account for the same individual or organization without our prior written consent.

5. Subscription Services

SecureLogic AI offers Subscription Services in tiers, each with its own features, usage limits, and pricing. The Subscription Services available to you, the applicable tier, and the associated fees are set forth in your Order Form or plan selection.

We may modify the features, capabilities, usage limits, or composition of Subscription Service tiers from time to time. Material changes that would substantially reduce the functionality of Subscription Services for which you have prepaid will be communicated to you with reasonable advance notice and, where applicable, with a reasonable opportunity to terminate as described in Section 31 (Termination).

6. Professional Services and Audit Sprint Engagements

Professional Services, including Audit Sprint engagements and advisory work, may be provided by SecureLogic AI under separately negotiated Order Forms or statements of work.

Professional Services are scoped to specific deliverables, timelines, and engagement parameters. Customer is responsible for providing access, information, and personnel reasonably required to complete the engagement. Delays or limitations attributable to Customer may result in adjustments to the engagement scope, timeline, or fees.

Deliverables from Professional Services are advisory in nature and do not constitute legal, accounting, audit, or other professional advice. See Section 25 (No Professional Advice).

7. Intelligence Brief

The Intelligence Brief is a periodic publication describing cybersecurity, compliance, and governance topics that SecureLogic AI believes may be of interest to its audience.

Subscription to the Intelligence Brief may be offered free of charge as a standalone newsletter, or as a feature of paid Subscription Services. The frequency, format, and content of the Intelligence Brief may change from time to time.

The Intelligence Brief is provided for informational purposes only and does not constitute legal, financial, security, or compliance advice. Subscribers may unsubscribe at any time using the unsubscribe link contained in each issue.

8. Fees, Billing, and Payment

Fees for paid Services are set forth in your Order Form or plan selection and are payable in U.S. dollars unless otherwise specified.

Recurring Subscription Service fees are billed in advance on the billing cycle (monthly, annually, or other interval) specified in your Order Form. Professional Services fees are billed as set forth in the applicable Order Form or statement of work.

Payments are processed by our payment processor, Stripe, Inc. By providing payment information, you authorize SecureLogic AI and Stripe to charge the payment method you provide for all fees owed under these Terms.

You are responsible for keeping payment information accurate and up to date. Failed payments may result in suspension or termination of the Services as described in Sections 31 (Termination) and 33 (Suspension).

9. Free Trials and Promotional Offers

SecureLogic AI may from time to time offer free trials, promotional pricing, or other introductory offers. Such offers are governed by these Terms and any additional terms specified at the time of the offer.

Unless otherwise stated at the time of the offer, free trials automatically convert to paid Subscription Services at the end of the trial period at the then-current pricing for the applicable tier. You may cancel a free trial before its conversion date through your Account settings or by contacting us.

10. Taxes

Fees stated in your Order Form or plan selection are exclusive of all applicable taxes, levies, and duties, including sales tax, use tax, value-added tax, goods and services tax, and similar charges (collectively, "Taxes"). You are responsible for paying all Taxes associated with your use of the Services, except for taxes based on SecureLogic AI's net income.

Where SecureLogic AI is required by law to collect and remit Taxes, those Taxes will be added to the invoice or charge, where applicable.

11. Renewal and Cancellation

Unless otherwise specified in your Order Form, Subscription Services automatically renew at the end of each Subscription Term for an additional period equal to the prior Subscription Term, at the then-current pricing for the applicable tier.

To cancel auto-renewal, you must take the required action (through Account settings or by written notice) before the renewal date specified in your Order Form. Cancellation will take effect at the end of the then-current Subscription Term.

12. Refunds

Except as required by applicable law or as expressly stated in an Order Form, fees paid to SecureLogic AI are non-refundable. We do not provide refunds or credits for partially used Subscription Terms, unused features, or downgrades made mid-term.

13. Acceptable Use

You agree not to, and not to permit any other person to:

Access or use the Services in any manner that violates applicable law, these Terms, or the rights of any third party;
Interfere with, disrupt, degrade, or impair the operation, security, or integrity of the Services or the systems that provide them;
Attempt to gain unauthorized access to the Services, other Accounts, computer systems, or networks connected to the Services;
Probe, scan, or test the vulnerability of the Services or any system or network without express written authorization from SecureLogic AI;
Use any automated means (including bots, scrapers, or crawlers) to access the Services in a manner that exceeds reasonable use or that places excessive load on the Services, except as expressly permitted by SecureLogic AI;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except to the extent such restriction is prohibited by applicable law;
Remove, alter, or obscure any copyright, trademark, or other proprietary notice contained in or on the Services;
Use the Services to develop, train, or improve any competing product or service, or to extract, mine, harvest, or otherwise reproduce the Services or its content;
Resell, sublicense, distribute, or otherwise commercially exploit the Services except as expressly authorized by SecureLogic AI;
Use the Services to transmit unsolicited communications, spam, malware, viruses, or other harmful code;
Submit Prohibited Data (as defined in Section 19) to the Services;
Use the Services to engage in or facilitate any unlawful, fraudulent, abusive, or harmful activity, including infringement of intellectual property, harassment, defamation, or harm to minors.

We reserve the right to investigate suspected violations of this Acceptable Use Policy and to take appropriate action, including suspension or termination of the Services, removal of content, and cooperation with law enforcement.

14. Customer Content

You retain ownership of all Customer Content. Subject to these Terms, you grant SecureLogic AI a worldwide, non-exclusive, royalty-free, sublicensable (solely to our subprocessors and service providers) license to:

Access, store, use, copy, reproduce, modify, adapt, process, transmit, display, perform, and create derivative works of Customer Content solely as reasonably necessary to provide, maintain, secure, and improve the Services and to perform the Services for you;
Transmit Customer Content to our subprocessors and service providers as reasonably necessary to deliver the Services, as described in our Privacy Policy and AI Transparency and Responsible Use Policy;
Create aggregated, anonymized, or de-identified information derived from Customer Content for any lawful purpose, including service improvement, analytics, benchmarking, and product development, provided that such information cannot reasonably be linked back to you, your organization, or any individual.

You represent and warrant that:

You have all rights, licenses, permissions, and consents necessary to grant the license set forth above and to submit Customer Content to the Services;
Customer Content does not infringe, misappropriate, or violate any third-party intellectual property right, privacy right, publicity right, or other right;
Customer Content complies with all applicable laws and regulations;
Customer Content does not contain Prohibited Data as defined in Section 19.

You are solely responsible for the accuracy, quality, and legality of Customer Content. SecureLogic AI does not monitor Customer Content but reserves the right to remove or refuse to process Customer Content that violates these Terms or applicable law.

15. Confidentiality

Each party (the "Receiving Party") may have access to non-public information of the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information includes business plans, financial information, technical information, security information, customer information, and the terms of these Terms and any Order Forms.

The Receiving Party agrees to:

Use Confidential Information only as reasonably necessary to exercise rights or perform obligations under these Terms;
Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care;
Limit access to Confidential Information to personnel and contractors who have a need to know and are bound by confidentiality obligations substantially as protective as those in these Terms.

Confidentiality obligations do not apply to information that is: (a) publicly available through no breach by the Receiving Party; (b) known to the Receiving Party prior to disclosure without confidentiality obligations; (c) rightfully received from a third party without confidentiality obligations; or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

If the Receiving Party is required by law, court order, or governmental authority to disclose Confidential Information, it shall, where legally permitted, provide reasonable prior notice to the Disclosing Party and cooperate in any reasonable effort to limit or contest the disclosure.

16. Intellectual Property

The Services, including all software, technology, content, designs, trademarks, service marks, logos, and other intellectual property comprising the Services (other than Customer Content), are owned by SecureLogic AI and its licensors and are protected by applicable intellectual property laws.

Subject to and conditional upon your compliance with these Terms, SecureLogic AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the applicable Subscription Term.

No rights or licenses are granted by implication, estoppel, or otherwise except as expressly set forth in these Terms.

Deliverables produced for you in connection with Subscription Services or Professional Services are licensed to you on a non-exclusive basis solely for your internal business use during and after the applicable engagement. Underlying methodologies, processes, frameworks, templates, and pre-existing materials used to produce Deliverables remain the exclusive property of SecureLogic AI.

17. Feedback

If you provide feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant SecureLogic AI an unlimited, worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use the Feedback for any purpose, without any obligation or compensation to you.

18. Third-Party Services and Integrations

The Services may interoperate with or integrate third-party services, applications, or platforms (collectively, "Third-Party Services"). Your use of any Third-Party Service is governed by the terms and policies of the applicable provider.

SecureLogic AI is not responsible for the availability, accuracy, content, security, or any other aspect of Third-Party Services, and we make no representations or warranties regarding Third-Party Services. Your use of Third-Party Services is at your own risk.

If a Third-Party Service is unavailable, modified, or discontinued, SecureLogic AI may be unable to provide functionality of the Services that depends on that Third-Party Service. SecureLogic AI shall use commercially reasonable efforts to substitute an equivalent Third-Party Service where feasible.

19. Prohibited Data

You shall not submit to, or process through, the Services any of the following categories of information ("Prohibited Data"):

Protected Health Information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), including any individually identifiable health information whether or not maintained in electronic form;
Sensitive Personal Information, including Social Security Numbers, taxpayer identification numbers, driver's license numbers, passport numbers, state-issued identification numbers, financial account numbers (other than as required for payment processing through our authorized payment processor), biometric data, genetic data, precise geolocation data, or special-category data as defined under Article 9 of the EU General Data Protection Regulation (or analogous categories under UK GDPR);
Information subject to the Gramm-Leach-Bliley Act ("GLBA"), including non-public personal financial information;
Student education records subject to the Family Educational Rights and Privacy Act ("FERPA");
Information of children under the age of thirteen (13) within the meaning of the Children's Online Privacy Protection Act ("COPPA"), or under the age of sixteen (16) where applicable under the GDPR or UK GDPR;
Classified information or controlled unclassified information subject to government secrecy requirements;
Information that would subject SecureLogic AI to specific industry regulation (e.g., HIPAA, GLBA, FERPA, PCI-DSS data beyond payment processing scope, or similar regimes) by virtue of its presence in the Services;
Any other information that SecureLogic AI designates in writing as Prohibited Data.

SECURELOGIC AI DOES NOT CURRENTLY OFFER BUSINESS ASSOCIATE AGREEMENTS ("BAAs") AND IS NOT CONFIGURED OR CERTIFIED TO ACT AS A HIPAA BUSINESS ASSOCIATE. The Services are not designed to receive, store, process, transmit, or otherwise handle PHI. Submission of PHI or other Prohibited Data to the Services constitutes a material breach of these Terms.

You represent and warrant that:

You will not submit Prohibited Data to the Services;
You have implemented reasonable controls within your organization to prevent submission of Prohibited Data to the Services;
You will promptly notify SecureLogic AI if you become aware that Prohibited Data has been submitted to the Services.

You agree to indemnify, defend, and hold harmless SecureLogic AI from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the submission of Prohibited Data to the Services by you or any Authorized User, except to the extent caused by SecureLogic AI's gross negligence or willful misconduct.

SecureLogic AI may suspend or terminate Accounts that submit Prohibited Data, as described in Sections 31 (Termination) and 33 (Suspension), without liability to Customer.

20. Security

SecureLogic AI maintains administrative, technical, and organizational security safeguards designed to protect the Services and Customer Content. A summary of our security practices is available in our Security Overview, which is published on our website and incorporated by reference into these Terms.

Notwithstanding our security measures, no method of transmission or storage is completely secure, and we cannot guarantee absolute security. Customer is responsible for maintaining the security of its own systems and credentials and for the actions of its Authorized Users.

21. Privacy

Our collection, use, and disclosure of personal information in connection with the Services is described in our Privacy Policy, which is incorporated by reference into these Terms. By using the Services, you acknowledge and agree to our Privacy Policy.

22. Compliance with Laws

You agree to access and use the Services in compliance with all applicable laws, regulations, and orders, including those governing data privacy, data security, consumer protection, employment, intellectual property, export controls, and economic sanctions.

You are solely responsible for determining whether your use of the Services complies with the laws, regulations, and contractual obligations applicable to your organization and your industry.

23. Export Controls and Sanctions

The Services may be subject to U.S. and other applicable export control and economic sanctions laws and regulations. You agree to comply with all such laws and regulations. You represent and warrant that:

You are not located in, ordinarily resident in, or organized under the laws of any jurisdiction subject to comprehensive economic sanctions;
You are not identified on any restricted-party list maintained by the U.S. government, the European Union, the United Nations, or any other applicable governmental authority;
You will not access or use the Services in violation of any applicable export control or sanctions law or regulation.

24. Artificial Intelligence and AI-Assisted Services

Certain features of the Services use artificial intelligence technologies, including large language models and speech-to-text models, to assist with document analysis, content generation, transcription, summarization, and similar tasks. These features are described in our AI Transparency and Responsible Use Policy.

You acknowledge and agree that:

AI-generated outputs may contain inaccuracies, omissions, biases, or "hallucinations" (outputs that appear plausible but are factually incorrect or fabricated);
AI-generated outputs are advisory in nature and should not be relied upon as definitive without independent review by qualified humans;
The Services do not, and are not designed to, make autonomous decisions producing legal or similarly significant effects on individuals without human involvement;
AI provider arrangements (including the specific AI providers we use) may change from time to time, as further described in our AI Transparency and Responsible Use Policy and Privacy Policy;
SecureLogic AI does not use Customer Content to train its proprietary AI models, and does not intentionally submit Customer Content to AI providers for foundation model training, as further described in our AI Transparency and Responsible Use Policy.

25. No Professional Advice

THE SERVICES, INCLUDING ALL DELIVERABLES AND AI-GENERATED OUTPUTS, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL, ACCOUNTING, FINANCIAL, AUDIT, MEDICAL, OR OTHER PROFESSIONAL ADVICE.

You should not rely on the Services as a substitute for advice from qualified professionals. Decisions made on the basis of the Services are your own responsibility.

26. No Compliance Guarantee

SECURELOGIC AI DOES NOT GUARANTEE THAT USE OF THE SERVICES WILL RESULT IN COMPLIANCE WITH ANY LAW, REGULATION, STANDARD, FRAMEWORK, OR THIRD-PARTY REQUIREMENT, INCLUDING SOC 2, ISO 27001, NIST, HIPAA, GDPR, CCPA, OR ANY OTHER COMPLIANCE REGIME.

The Services are designed to support and inform compliance activities, but achieving and maintaining compliance is the responsibility of the Customer and requires qualified human judgment, periodic professional review, and engagement with appropriate auditors, attorneys, and other professional advisors.

27. Customer Representations and Warranties

You represent and warrant that, throughout the term of these Terms:

You have full corporate (or individual) authority to enter into and perform these Terms;
These Terms constitute a valid and binding obligation enforceable against you in accordance with their terms;
Your use of the Services will not violate any agreement to which you are a party or any applicable law;
All information you provide to SecureLogic AI is and will be accurate, current, and complete;
You have implemented reasonable controls within your organization to comply with these Terms, including the prohibitions on Prohibited Data and prohibited uses.

28. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. SECURELOGIC AI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, SECURELOGIC AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. SECURELOGIC AI DOES NOT WARRANT THAT DELIVERABLES OR AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN SUCH JURISDICTIONS, THE FOREGOING EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

29. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SECURELOGIC AI, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SECURELOGIC AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SECURELOGIC AI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) ONE THOUSAND U.S. DOLLARS ($1,000); OR (B) THE TOTAL FEES PAID BY CUSTOMER TO SECURELOGIC AI FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES; IN SUCH JURISDICTIONS, THE FOREGOING LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

30. Indemnification

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

Your access to or use of the Services in violation of these Terms or applicable law;
Customer Content, including any claim that Customer Content infringes or misappropriates any third-party right or violates any applicable law;
Submission of Prohibited Data to the Services by you or any Authorized User;
Your violation of these Terms, including any representation or warranty made by you;
Your violation of any third-party right, including any intellectual property, privacy, publicity, or contractual right;
Disputes between you and any third party, including any of your customers or employees.

SecureLogic AI shall: (a) promptly notify you in writing of any claim subject to indemnification under this Section; (b) provide you with reasonable cooperation in the defense and settlement of the claim, at your expense; and (c) grant you sole control of the defense and settlement of the claim, provided that you may not settle any claim that requires SecureLogic AI to admit fault or pay any amount without SecureLogic AI's prior written consent.

31. Termination

These Terms commence on the Effective Date and continue until terminated in accordance with this Section.

Termination by Customer. Customer may terminate these Terms by cancelling its Account through Account settings or by providing written notice to SecureLogic AI. Termination by Customer takes effect at the end of the then-current Subscription Term, unless required earlier by applicable law.

Termination by SecureLogic AI for Cause. SecureLogic AI may terminate these Terms or any Order Form immediately upon written notice if Customer:

Materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice (or such shorter period as is reasonable under the circumstances);
Submits Prohibited Data to the Services;
Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings;
Engages in conduct that SecureLogic AI reasonably believes poses a security, legal, or reputational risk to SecureLogic AI or its other customers.

Termination by SecureLogic AI Without Cause. SecureLogic AI may terminate these Terms or any Order Form without cause upon thirty (30) days' prior written notice to Customer. In the event of termination without cause prior to the end of a paid Subscription Term, SecureLogic AI shall refund any prepaid fees applicable to the unused portion of the then-current Subscription Term.

32. Effect of Termination

Upon termination of these Terms or any Order Form:

Customer's right to access and use the Services terminates immediately;
Outstanding fees become immediately due and payable;
Customer may, for up to thirty (30) days following termination (or such other period as required by applicable law), request retrieval of Customer Content in a commercially reasonable format. Thereafter, SecureLogic AI may delete, archive, anonymize, or otherwise dispose of Customer Content in accordance with our retention practices;
Each party shall return or destroy the Confidential Information of the other party, except to the extent retention is required by applicable law or for legitimate business records.

33. Suspension

SecureLogic AI may suspend Customer's access to the Services, in whole or in part, immediately upon notice (which may be after suspension where reasonable under the circumstances), if:

Customer fails to pay fees when due;
Customer's use of the Services poses a security, legal, or operational risk to SecureLogic AI, its other customers, or its service providers;
Customer submits Prohibited Data to the Services;
Customer violates the Acceptable Use Policy (Section 13);
Required by applicable law, court order, or governmental authority.

SecureLogic AI shall use commercially reasonable efforts to limit the scope and duration of any suspension. Suspension does not relieve Customer of its obligation to pay fees.

34. Modifications to the Services and Terms

We may modify the Services, including by adding, changing, or removing features, functionality, integrations, AI providers, or service tiers, from time to time. We will provide reasonable notice of material changes that would substantially reduce the functionality of paid Services that you have prepaid for.

We may modify these Terms from time to time. We will provide notice of material changes by posting the updated Terms on our website, updating the "Effective Date," and where appropriate, providing additional notice (such as email or in-product notification). Continued use of the Services after the effective date of updated Terms constitutes your acceptance of the updated Terms.

35. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

36. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES BINDING ARBITRATION AND WAIVES CLASS ACTIONS, EXCEPT WHERE PROHIBITED BY LAW.

Informal Resolution. Before initiating any formal dispute resolution proceeding, the parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms (each, a "Dispute") through informal negotiations. The party initiating the Dispute shall provide written notice describing the Dispute and the desired resolution, and the parties shall have at least sixty (60) days to attempt to resolve the Dispute through good-faith negotiations.

Binding Arbitration. If a Dispute cannot be resolved through informal negotiations, the Dispute shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules. The seat of arbitration shall be Wilmington, Delaware, and the language of the arbitration shall be English.

Exceptions. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.

37. Class Action Waiver

EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. WHERE APPLICABLE LAW PROHIBITS THIS CLASS ACTION WAIVER, THE WAIVER SHALL NOT APPLY TO THE EXTENT OF SUCH PROHIBITION.

If a court or arbitrator determines that this class action waiver is unenforceable as to a particular Dispute, then that Dispute (and only that Dispute) shall be severed from arbitration and proceed in a court of competent jurisdiction.

38. Notices

Notices to SecureLogic AI under these Terms shall be in writing and shall be sent to legal@securelogicai.com or to:

Threat Loom, LLC Doing business as: SecureLogic AI 44 Apple Street, First Floor Tinton Falls, New Jersey 07724 United States

Notices to Customer shall be sent to the email address associated with Customer's Account or, where applicable, to the postal address provided by Customer. Notices are effective upon receipt or, in the case of email, upon successful transmission absent a delivery failure notification.

39. DMCA Policy

SecureLogic AI respects the intellectual property rights of others and expects users of the Services to do the same. We comply with the Digital Millennium Copyright Act ("DMCA").

If you believe that material on the Services infringes your copyright, you may submit a DMCA notice to our designated agent containing the information required by 17 U.S.C. § 512(c)(3), including:

A physical or electronic signature of the copyright owner or authorized agent;
Identification of the copyrighted work claimed to have been infringed;
Identification of the allegedly infringing material and information sufficient to allow us to locate it;
Contact information for the complaining party;
A statement that the complaining party has a good faith belief that the use is not authorized by the copyright owner, agent, or law;
A statement, under penalty of perjury, that the information in the notice is accurate and that the complaining party is authorized to act on behalf of the copyright owner.

DMCA notices should be sent to legal@securelogicai.com with the subject line "DMCA Notice."

Misrepresentations in a DMCA notice may subject the complaining party to liability under applicable law. We may, in our discretion, provide a copy of any DMCA notice to the person who posted the material identified in the notice.

40. Force Majeure

Neither party shall be liable for delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, power failures, or third-party service provider failures.

41. Assignment

Customer may not assign, transfer, or delegate these Terms or any rights or obligations hereunder, in whole or in part, without SecureLogic AI's prior written consent, except in connection with a merger, acquisition, sale of substantially all assets, or other corporate reorganization, in which case Customer shall provide prompt written notice to SecureLogic AI.

SecureLogic AI may assign or transfer these Terms in whole or in part, including in connection with a merger, acquisition, sale of substantially all assets, or other corporate reorganization, upon written notice to Customer.

Any attempted assignment in violation of this Section is null and void.

42. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the intent of the parties as expressed in the original provision.

43. Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. Failure or delay in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy.

44. No Third-Party Beneficiaries

These Terms are for the sole benefit of SecureLogic AI and Customer (and their respective successors and permitted assigns). Nothing in these Terms creates any third-party beneficiary rights.

45. Independent Contractors

The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, employment, or fiduciary relationship between the parties.

46. Entire Agreement

These Terms, together with the Privacy Policy, AI Transparency and Responsible Use Policy, Security Overview, any Order Forms, and any Additional Terms expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, or understandings, whether written or oral.

In the event of conflict among these documents, the order of precedence is: (1) an executed Order Form or statement of work, to the extent it expressly modifies these Terms; (2) these Terms; (3) Additional Terms; (4) the Privacy Policy and AI Transparency and Responsible Use Policy.

47. Survival

Sections that by their nature should survive termination of these Terms (including Sections 14 (Customer Content) as to license grants regarding aggregated and de-identified information, 15 (Confidentiality), 16 (Intellectual Property), 17 (Feedback), 19 (Prohibited Data), 25 (No Professional Advice), 26 (No Compliance Guarantee), 27 (Customer Representations and Warranties), 28 (Disclaimer of Warranties), 29 (Limitation of Liability), 30 (Indemnification), 32 (Effect of Termination), 35-37 (Governing Law, Arbitration, Class Action Waiver), 38 (Notices), and 42-49) shall survive termination.

48. Headings and Construction

Section headings are for convenience only and do not affect the interpretation of these Terms. The words "including" and "such as" mean "including without limitation." Singular includes plural and vice versa as the context requires.

49. Contact Information

If you have questions, concerns, or requests regarding these Terms, please contact us:

Threat Loom, LLC Doing business as: SecureLogic AI 44 Apple Street, First Floor Tinton Falls, New Jersey 07724 United States

Legal inquiries: legal@securelogicai.com
Privacy inquiries: privacy@securelogicai.com
Security inquiries: security@securelogicai.com
AI inquiries: ai@securelogicai.com