Terms of Service - Ferrata Labs

Last updated: November 4, 2026

These Terms of Service (these "Terms") are a binding agreement between Ferrata Labs, Inc. ("Ferrata Labs," "we," "us" or "our") and the business or other organization that accesses or uses the Services (the "Customer"), and, for use of the Site, any person who accesses it ("you").

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT PROVISIONS ABOUT THE CUSTOMER'S RESPONSIBILITY FOR ITS AGENTS, THEIR ACTIONS AND THEIR OUTPUT (ARTICLE 7), THE CUSTOMER'S COMPLIANCE OBLIGATIONS (ARTICLE 8), FEES AND CREDITS (ARTICLE 10), DISCLAIMERS OF WARRANTIES (ARTICLE 16), LIMITATIONS OF LIABILITY (ARTICLE 17), INDEMNIFICATION (ARTICLE 18) AND HOW DISPUTES ARE RESOLVED, INCLUDING BINDING ARBITRATION AND A CLASS ACTION WAIVER (ARTICLE 19).

Our Privacy Policy and Cookie Policy explain how we handle personal information. They are not part of these Terms, but you should read them.

Contents

Definitions and Interpretation
Acceptance and Eligibility
Accounts and Authorized Users
The Services, License and Restrictions
Customer Data and Usage Data
Connected Systems and Data Access
AI Models, Agents and Output
Customer Responsibilities and Compliance
API Access
Fees, Credits and Payment
Security, Support and Availability
Confidentiality
Intellectual Property and Feedback
Third-Party Services
Term, Suspension and Termination
Warranties and Disclaimers
Limitation of Liability
Indemnification
Governing Law and Disputes
Use of the Site
General
Contact

Article 1. Definitions and Interpretation

1.1 "Agent" means an artificial intelligence agent, assistant or automation made available as part of the Services that drafts, summarizes, scores, recommends, communicates with third parties or takes actions, including sending messages, placing or receiving calls, publishing content and creating or updating records in Connected Systems, as configured by the Customer.

1.2 "Agentic Task" means a unit of work performed by an Agent or by the Services for the Customer that consumes Credits, such as a message sent, a call minute, a document processed or a record created, including the processing of an inbound reply (such as a text message or email) and the action it triggers, as described in the Pricing.

1.3 "Aggregated Data" means Usage Data, and data derived from use of the Services, that has been aggregated and de-identified so that it does not identify, and cannot reasonably be used to identify, the Customer, any Authorized User or any individual.

1.4 "Agreement" means these Terms together with the Customer's Order Form and any other document expressly incorporated by reference.

1.5 "Applicable Law" means all laws, rules, regulations, regulatory guidance and binding orders that apply to a party's activities under the Agreement.

1.6 "Authorized User" means an employee, contractor or agent of the Customer whom the Customer authorizes to access and use the Services under its account.

1.7 "Connected Systems" means the enterprise resource planning, accounting, billing, customer relationship management, communications and other systems, applications and data sources, whether operated by the Customer or a third party, that the Customer designates and connects to the Services.

1.8 "Contacts" means the individuals and businesses whom the Customer or its Agents contact, or who contact the Customer, through the Services, including the Customer's own customers, vendors, visitors and prospects.

1.9 "Credits" means the units that measure use of the Services and are drawn down by Agentic Tasks, consisting of Included Credits and Purchased Credits, as described in Article 10.

1.10 "Customer" means the business or other organization that agrees to these Terms and owns a Tenant.

1.11 "Customer Data" means all data, information and content, in any form, that is submitted to, collected by, stored in or generated through the Services in or for the Customer's Tenant, including data pulled from Connected Systems, data relating to Contacts, Output, Agent activity, call recordings, transcripts, messages and records. Customer Data does not include Usage Data or Aggregated Data.

1.12 "Documentation" means the user guides, help content, API reference and other technical or usage documentation for the Services that Ferrata Labs makes generally available, as updated from time to time.

1.13 "Feedback" means suggestions, comments, ideas, enhancement requests and other feedback about the Services that the Customer or its Authorized Users provide to Ferrata Labs.

1.14 "Included Credits" means the allotment of Credits included with the Platform Fee for each monthly billing cycle, as set out in the Pricing or the Customer's plan.

1.15 "Order Form" means the plan and subscription the Customer selects when it signs up through the Services, together with the Pricing that applies to it.

1.16 "Output" means any content, data, score, rating, summary, recommendation, message, call script, call content or other material generated by the Services or by an Agent for the Customer.

1.17 "Platform Fee" means the recurring monthly minimum fee that provides the Customer with access to the Services and includes the Customer's Included Credits, as described in Article 10.

1.18 "Preview Features" means features, products or models that Ferrata Labs identifies as preview, beta, early access, evaluation or similar.

1.19 "Pricing" means Ferrata Labs' then-current published pricing and rate card for the Services.

1.20 "Purchased Credits" means Credits that the Customer purchases in addition to its Included Credits.

1.21 "Services" means the Ferrata Labs platform and the products, features, Agents, integrations and APIs that Ferrata Labs makes available, as described in the Documentation or an Order Form, excluding Third-Party Services.

1.22 "Site" means ferratalabs.ai, its blog and any other public website operated by Ferrata Labs that links to these Terms, excluding the signed-in areas of the Services.

1.23 "Tenant" means a logically separate workspace, account or instance of the Services established for the Customer.

1.24 "Third-Party Services" means products, services, systems, models, applications and content provided by a party other than Ferrata Labs, including Connected Systems and third-party AI models.

1.25 "Usage Data" means technical, usage, configuration, performance, diagnostic and metering data generated by or relating to the operation and use of the Services.

1.26 Interpretation. "Including" and similar words mean "including without limitation." Headings are for convenience only. References to Articles and Sections are to those of these Terms unless stated otherwise. The singular includes the plural and the reverse.

Article 2. Acceptance and Eligibility

2.1 Acceptance. The Customer accepts these Terms when an Authorized User (a) checks a box or clicks a button indicating acceptance when creating an account or first signing in to the Services, (b) accepts an updated version as described in Section 21.13, or (c) executes an Order Form that references these Terms. For the Site only, you accept these Terms by accessing or using the Site. Links to these Terms in a website footer do not by themselves constitute acceptance for the Services.

2.2 Authority to Bind. An individual who accepts these Terms on behalf of the Customer represents and warrants that the individual has full legal authority to bind the Customer, and that acceptance binds the Customer. An individual without that authority must not accept these Terms or use the Services.

2.3 Business Use Only. The Services are intended solely for businesses and other organizations and are not offered for personal, family or household purposes. Authorized Users must be at least 18 years old.

2.4 Order Forms. The Customer's use of the Services is also governed by its Order Form.

Article 3. Accounts and Authorized Users

3.1 Account Registration. To use the Services, the Customer must establish an account and Tenant, provide accurate and complete information, and keep it up to date.

3.2 Authorized Users and Roles. The Customer may permit its Authorized Users to access the Services under its account, subject to any limits in the Customer's plan. The Customer controls the roles, permissions and record scope it assigns, including who may approve Agent actions, and is responsible for each Authorized User's compliance with the Agreement.

3.3 Credentials and Security. The Customer must ensure that sign-in credentials and API tokens are kept confidential and are not shared except as the Services permit, and must notify Ferrata Labs promptly at hello@ferratalabs.ai of any actual or suspected unauthorized access to or use of its account.

3.4 Responsibility for Account Activity. The Customer is responsible for all activity that occurs under its account and Tenant, including the acts and omissions of its Authorized Users, all actions taken by its Agents under its settings and all requests made with its credentials, except to the extent caused by Ferrata Labs' breach of the Agreement.

Article 4. The Services, License and Restrictions

4.1 Provision of the Services. Subject to the Agreement, Ferrata Labs will make the Services available to the Customer and its Authorized Users during the applicable subscription term, in accordance with the Documentation.

4.2 License Grant. Subject to the Customer's compliance with the Agreement, including payment of applicable fees, Ferrata Labs grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services and Documentation solely for its internal business purposes.

4.3 Restrictions. Except as expressly permitted by the Agreement, the Customer will not, and will not permit any person to:
(a) copy, modify, translate or create derivative works of the Services or Documentation;
(b) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, models, prompts, algorithms or underlying structure of the Services, except to the extent Applicable Law expressly permits despite this restriction;
(c) sell, resell, rent, lease, sublicense, distribute, time-share or otherwise make the Services available to any third party, or use the Services as a service bureau;
(d) access or use the Services to build, train or benchmark a competing product or service, or to copy any features, functions or user interfaces of the Services;
(e) use the Services, any Output or any Site content to train, fine-tune or improve any artificial intelligence or machine learning model that competes with the Services;
(f) circumvent, disable or interfere with any security, usage limit, metering, access control, disclosure, approval step, opt-out mechanism or other safeguard of the Services;
(g) access the Services by automated means except through the API or other interfaces that Ferrata Labs makes available for that purpose, and in accordance with Article 9;
(h) remove or obscure any proprietary notice in the Services; or
(i) use the Services in violation of Applicable Law or Article 9.

4.4 Changes to the Services. Ferrata Labs continuously develops the Services and may add, modify or discontinue features, products and available models. Ferrata Labs will not materially reduce the core functionality of the Services during a paid subscription term except as described in Section 7.2 or as required by law, security or a Third-Party Service.

4.5 Preview Features. Ferrata Labs may offer Preview Features. Preview Features are optional, may be changed or withdrawn at any time, may not be supported, and are provided "as is" without any warranty, indemnity or commitment of availability. Preview Features may be subject to additional terms presented with them.

Article 5. Customer Data and Usage Data

5.1 Ownership. As between the parties, the Customer owns all right, title and interest in and to Customer Data, including all data, information, content, Output and activity in or generated through its Tenant. Ferrata Labs acquires no right, title or interest in Customer Data other than the limited license in Section 5.2.

5.2 License to Ferrata Labs. The Customer grants Ferrata Labs and its subprocessors a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process and display Customer Data solely as necessary to provide, secure, support and maintain the Services for the Customer, to prevent or address technical, security or fraud issues, and to comply with Applicable Law, in each case in accordance with the Agreement.

5.3 Processing on Instructions. Ferrata Labs processes Customer Data only on behalf of and on the documented instructions of the Customer, which consist of the Agreement and the Customer's configuration and use of the Services. To the extent Customer Data includes personal information, Ferrata Labs acts as the Customer's service provider or processor. Ferrata Labs does not sell Customer Data and does not use it for any purpose other than providing the Services to the Customer.

5.4 Customer Responsibilities for Customer Data. The Customer is responsible for the accuracy, quality, integrity and legality of Customer Data and of the means by which it was acquired, and represents and warrants that it has, and will maintain, all rights, consents, authorizations and notices required under Applicable Law to provide Customer Data to Ferrata Labs and to permit its processing under the Agreement. The Customer will not upload Social Security numbers, health information, payment card numbers or other sensitive personal information unless Ferrata Labs agrees in writing.

5.5 Usage Data. Ferrata Labs may collect Usage Data and create Aggregated Data, and may use them to operate, secure, meter, analyze usage of and improve the Services, provided that Ferrata Labs does not disclose Aggregated Data in a form that identifies the Customer or any individual. Ferrata Labs will not attempt to re-identify Aggregated Data and will contractually require any recipient not to do so. Ferrata Labs retains all rights in Usage Data and Aggregated Data.

5.6 Export and Deletion. The Customer may export its Customer Data through the Services during the subscription term and before its account closes. After the account closes, Ferrata Labs deletes Customer Data as described in Section 15.5.

Article 6. Connected Systems and Data Access

6.1 Authorization. The Customer authorizes Ferrata Labs to set up its Tenant, to connect to the Connected Systems it designates, and to read from and, where the Customer enables it, write to those Connected Systems, in each case solely to provide the Services.

6.2 Scope of Access. Ferrata Labs connects only to the Connected Systems that the Customer designates and accesses only the data to which the Customer gives it access. Data pulled from Connected Systems is Customer Data.

6.3 Write-Back. Where the Customer enables Agents or the Services to create or update records in a Connected System, the Customer is responsible for those changes, for its approval settings and for reviewing the results, as described in Article 7.

6.4 Customer Representations. The Customer represents and warrants that it has, and will maintain, all rights, authority, licenses, consents and notices required under Applicable Law and under the terms governing each Connected System to grant the access described in this Article 6.

6.5 Revocation. The Customer may revoke access to any Connected System at any time through the Services or the Connected System. Revocation may limit or disable features that depend on that Connected System.

6.6 Connected Systems Are Third-Party Services. Connected Systems are Third-Party Services subject to Article 14 and the disclaimers in Section 16.4.

Article 7. AI Models, Agents and Output

7.1 Nature of AI Features. The Services use Agents and AI models to draft, summarize, score, recommend and, where the Customer configures them to do so, act. AI technology is probabilistic. Output may be inaccurate, incomplete, inappropriate or not unique, and similar Output may be generated for other customers.

7.2 Model Selection. The Services are model agnostic. The Customer may select, for each Agent and function, from the frontier and open-weight AI models that Ferrata Labs makes available. Ferrata Labs may add, change, replace or retire available models, including where a model provider changes or withdraws a model. Where a model the Customer has selected is retired, Ferrata Labs will make reasonable efforts to give advance notice and to offer an alternative. Third-party models are Third-Party Services subject to Article 14.

7.3 Model Providers. Third-party models are made available by their respective providers. When the Customer selects a third-party model, Customer Data processed by that model is sent to its provider and handled under that provider's terms, and Article 14 applies. Ferrata Labs makes no representation regarding any model provider's data handling, retention or training practices. Open-weight models may be run by Ferrata Labs or its hosting providers, including within the Customer's own environment where agreed.

7.4 Agent Training and Learning. The Customer may configure how its Agents learn and are refined, including through feedback, evaluations, tuning and reinforcement learning. Any such training uses the Customer's Customer Data only for the Customer's own Agents and Tenant, and the resulting learned behavior is not made available to any other customer. The Customer is responsible for its training configurations and their results.

7.5 Customer Configuration, Direction and Approval. The Customer configures, directs and approves what its Agents do, including which Contacts they engage, the channels, timing, content and frequency of communications, the instructions, scripts and policies they follow, the records they may change, and which actions require approval by an Authorized User.

7.6 Autonomous Actions. The Customer may allow Agents to act without prior human approval for some or all steps. Where it does, the Customer accepts that Agents will act under its settings without a person reviewing each action, and remains responsible for those actions. Safeguards built into the Services, such as contact-hour limits, consent checks, opt-out handling and approval queues, assist the Customer but do not transfer its responsibility to Ferrata Labs.

7.7 Responsibility for Output and Agent Actions. All Output, and every action an Agent takes at the Customer's direction or under settings the Customer chooses, including calls, messages, emails, published content and changes to records, is taken in the Customer's name and on its behalf, and is the sole responsibility of the Customer. To the maximum extent permitted by Applicable Law, Ferrata Labs is not liable for any Output, any Agent action, the behavior of any AI model, or the availability, performance or changes of any third-party model, and the Customer's indemnity in Section 18.1 applies to them.

7.8 Human Review. The Customer must review Output for accuracy and appropriateness before approving, sending, acting on or relying on it where the Customer has not authorized an Agent to act autonomously, and must apply human judgment to any decision that may produce legal or similarly significant effects on an individual.

7.9 AI Disclosure. The Customer is responsible for providing any disclosure that Applicable Law requires when an Agent communicates with a person, including that the person is interacting with an AI system and that a call is recorded. The Customer will not configure an Agent to deny being an AI system when sincerely asked.

7.10 Prohibited AI Uses. The Customer will not use the Services, any Agent or any Output to:
(a) impersonate a person, or generate content intended to deceive any person about its source;
(b) engage in unlawful discrimination, harassment or surveillance;
(c) generate content that is unlawful, defamatory, or infringing; or
(d) circumvent any safety measure, usage policy or limit of the Services or of any model provider.

Article 8. Customer Responsibilities and Compliance

8.1 General. The Customer is responsible for its use of the Services, its Agents and its communications with Contacts in compliance with all Applicable Law.

8.2 Consent and Opt-Outs. Before the Services contact any person on its behalf, the Customer is responsible for obtaining and documenting every consent that Applicable Law requires, providing all required disclosures, and honoring opt-outs and revocations of consent made by any reasonable means.

8.3 Calls, Texts and Email. The Customer is responsible for compliance with all laws governing calls and messages, including the Telephone Consumer Protection Act and its implementing regulations, the Telemarketing Sales Rule, federal and state do-not-call requirements, state telemarketing laws, call recording and AI disclosure laws, laws governing commercial email, and applicable carrier and industry messaging requirements.

8.4 Collections. The Customer is responsible for compliance with all federal and state laws governing the collection of debts and receivables that apply to it, including restrictions on false, misleading or unfair practices and on the time, place and manner of communications.

8.5 Marketing and Publishing. The Customer is responsible for content that its Agents publish or send for marketing purposes, including its accuracy, any required endorsements or disclosures, and compliance with the terms of the platforms where it is published.

8.6 Financial Records. The Customer is responsible for its accounting, tax and revenue recognition policies and for its financial records and filings. Output relating to invoices, revenue schedules, journals, payables or tax is prepared under the Customer's policies and is subject to review by the Customer's own accountants. Ferrata Labs does not provide accounting, tax, legal or financial advice.

8.7 Privacy and Data Protection. The Customer is responsible for complying with the privacy, data protection and security laws that apply to it, including providing privacy notices to Contacts and responding to their requests regarding Customer Data.

8.8 Communications in the Customer's Name. Messages and calls sent or placed through the Services go out in the name of the Customer, which is the sender, caller or initiator of those communications for all purposes under Applicable Law.

8.9 Text Messaging. The Customer is responsible for the content of every text message sent through the Services, for obtaining and documenting the consent each message requires, and for any carrier registration its messaging requires. The Services process opt-out requests (such as STOP) automatically, and the Customer will not resend to a number that has opted out. Delivery depends on wireless carriers, which may filter, delay or block messages, and Ferrata Labs does not guarantee delivery.

Article 9. API Access

9.1 Access. Ferrata Labs may provide API access that allows the Customer and its Authorized Users to connect software to the Services, using personal access tokens or authorization flows described in the Documentation.

9.2 Scopes and Permissions. Access is limited to the scopes granted and to the permissions and record scope of the Authorized User or token. Ferrata Labs may provide some access on a read-only basis.

9.3 Tokens. Tokens are confidential credentials. The Customer is responsible for their use and for revoking any token that is no longer needed or may be compromised. Ferrata Labs may revoke or expire tokens for security reasons.

9.4 Rate Limits. Ferrata Labs may apply rate limits and other technical limits to API access, as described in the Documentation, and the Customer will not attempt to exceed or circumvent them.

9.5 No Scraping. The Customer will not use the API or any automated means to scrape, harvest or bulk-extract data from the Services beyond what the Documentation permits.

9.6 Logging and Suspension. Ferrata Labs records requests made through API access for security and audit purposes, and may suspend access that threatens the security or integrity of the Services.

Article 10. Fees, Credits and Payment

10.1 Fee Structure. Fees for the Services consist of (a) the Platform Fee, a recurring monthly minimum fee that provides the Customer with access to the Services and includes the Customer's Included Credits for each monthly billing cycle, and (b) Usage Fees, paid through Purchased Credits for use beyond the Included Credits. The amount of the Platform Fee, the size of the Included Credits allotment and the Credit rates are set out in the Pricing or the Customer's plan.

10.2 Included Credits. The Included Credits for a monthly billing cycle become available when the Platform Fee for that cycle is paid. Included Credits reset at the start of each monthly billing cycle. Unused Included Credits expire at the end of the cycle in which they were provided and do not roll over.

10.3 Purchased Credits. The Customer may purchase additional Credits at any time. Purchased Credits are issued only when Ferrata Labs receives payment for them, and are never issued on invoice or on account. Purchased Credits do not expire or reset, and may be used at any time while the Customer's account is active.

10.4 Consumption of Credits. Agentic Tasks draw down the Customer's available Credits as they are performed, using Included Credits first and then Purchased Credits. When no Credits are available, Agentic Tasks that consume Credits do not run until Credits become available.

10.5 Metering. Credits are consumed according to the metering rules in the Pricing and the Documentation. Partial increments round up. Work that is performed is charged even if delivery is unsuccessful for reasons outside the Services, such as an email that bounces, and no Credits are charged where nothing is performed or delivered, such as a call that rings out with no voicemail. The Customer can view its Credit balances and consumption in the Services.

10.6 Nature of Credits. Credits are a measure of use of the Services. They are not cash, currency or a stored-value instrument, have no value outside the Services, and are not refundable, transferable or redeemable for cash except where required by law.

10.7 Invoicing and Payment. Ferrata Labs invoices the Platform Fee monthly in advance and invoices Purchased Credits when ordered. All invoices are due upon receipt. Fees are stated and payable in US dollars.

10.8 Taxes. Fees are exclusive of all sales, use, value-added, withholding and similar taxes, which the Customer will pay, other than taxes on Ferrata Labs' net income. If the Customer is required to withhold any tax, it will gross up its payment so that Ferrata Labs receives the full amount invoiced.

10.9 Late Payment. Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. The Customer will reimburse reasonable costs of collecting overdue amounts.

10.10 Billing Disputes. The Customer must notify Ferrata Labs in writing of any good-faith dispute about an invoice or a Credit charge within 30 days of the invoice or charge, with reasonable detail. The parties will work in good faith to resolve the dispute, and the Customer will pay any undisputed amounts when due.

10.11 Suspension for Non-Payment. If any amount remains unpaid after it is due, Ferrata Labs may, after giving notice, suspend the Services until it is paid. The Platform Fee remains payable during suspension.

10.12 Price Changes. Ferrata Labs may change the Pricing on at least 30 days' notice. Changes take effect at the start of the next monthly billing cycle. Purchased Credits already issued keep the value at which they were purchased.

Article 11. Security, Support and Availability

11.1 Security. Ferrata Labs maintains administrative, technical and organizational safeguards designed to protect Customer Data.

11.2 Security Incidents. Ferrata Labs will notify the Customer of a security breach affecting Customer Data as applicable law requires.

11.3 Subprocessors. Ferrata Labs uses subprocessors, such as hosting, communications and AI model providers, to provide the Services. The Customer may request the current list of subprocessors, which Ferrata Labs will provide.

11.4 Support. Ferrata Labs provides support for the Services by email at hello@ferratalabs.ai during normal business hours in the United States.

11.5 Availability. Ferrata Labs uses commercially reasonable efforts to keep the Services available, subject to planned maintenance, emergency maintenance and events outside its reasonable control. Ferrata Labs makes no commitment of uptime or availability, and Section 16.3 applies.

Article 12. Confidentiality

12.1 Definition. "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is the Customer's Confidential Information. The Services, Documentation, Pricing not publicly posted and the non-public terms of any Order Form are Ferrata Labs' Confidential Information.

12.2 Exceptions. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of the Agreement; (b) was known to the Receiving Party without restriction before receipt from the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

12.3 Obligations. The Receiving Party will (a) use the Disclosing Party's Confidential Information only to exercise its rights and perform its obligations under the Agreement; (b) disclose it only to its and its affiliates' employees, contractors, subprocessors and advisors who need to know it for those purposes and are bound by confidentiality obligations at least as protective as this Article 12; and (c) protect it using at least the degree of care it uses for its own similar information, and no less than reasonable care.

12.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonable assistance, at the Disclosing Party's expense, so that the Disclosing Party may seek a protective order or other remedy.

12.5 Equitable Relief. Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which damages are an inadequate remedy, and the Disclosing Party may seek injunctive or other equitable relief in addition to any other remedy.

Article 13. Intellectual Property and Feedback

13.1 Ferrata Labs Ownership. Ferrata Labs and its licensors own and retain all right, title and interest, including all intellectual property rights, in and to the Services, the Documentation, the Site, Usage Data, Aggregated Data, and all improvements, enhancements, modifications and derivative works of any of them. No rights are granted other than those expressly set out in the Agreement, and Ferrata Labs reserves all other rights.

13.2 Customer Ownership of Output. As between the parties, and subject to Ferrata Labs' rights in the Services, the Customer owns the Output generated for its Tenant as part of Customer Data under Section 5.1. Ferrata Labs does not warrant that Output is protectable under intellectual property law.

13.3 Feedback. The Customer may, but is not required to, provide Feedback. The Customer grants Ferrata Labs a worldwide, perpetual, irrevocable, royalty-free, fully paid, transferable and sublicensable license to use and incorporate Feedback into the Services and any other Ferrata Labs products and services, without obligation, payment or attribution. Feedback is provided "as is" and is not the Customer's Confidential Information. Ferrata Labs will not identify the Customer publicly as the source of specific Feedback without its consent.

Article 14. Third-Party Services

14.1 Use of Third-Party Services. The Services interoperate with Third-Party Services, including Connected Systems, third-party AI models and communications carriers. The Customer's use of any Third-Party Service is governed by the terms between the Customer and its provider, where applicable.

14.2 No Responsibility. Ferrata Labs does not control and is not responsible for any Third-Party Service, including its availability, security, accuracy, terms, data practices or behavior, or for any change to or discontinuation of a Third-Party Service that affects the Services. Ferrata Labs does not endorse any Third-Party Service.

Article 15. Term, Suspension and Termination

15.1 Term. These Terms apply from the date they are first accepted and continue until the Customer's subscription has expired or been terminated.

15.2 Subscription Term. Each subscription term runs for one monthly billing cycle and renews automatically for successive monthly cycles until either party gives notice of non-renewal before the end of the current cycle.

15.3 Termination by the Customer. The Customer may terminate its subscription, effective at the end of the current subscription term, by notice through the Services or to Ferrata Labs. Platform Fees for the current term remain payable.

15.4 Suspension and Termination by Ferrata Labs. Ferrata Labs may suspend or terminate access to the Services, in whole or in part, on notice (a) for any breach of Article 7, 8 or 9, or Section 21.10; (b) if Ferrata Labs reasonably determines that continued use presents legal, regulatory, security or carrier risk, or harm to Ferrata Labs, other customers or any person; or (c) for non-payment, as described in Section 10.11. Ferrata Labs may also terminate these Terms for convenience on 30 days' notice. In that case, Ferrata Labs will refund (a) the prorated portion of the prepaid Platform Fee for the remainder of the billing cycle after termination, and (b) any unused Purchased Credits, at the price the Customer paid for them. Unused Included Credits are not refunded. Where practicable, Ferrata Labs will limit a suspension to the affected portion of the Services and restore access once the cause is resolved.

15.5 Data Export and Deletion. Before the Customer's account closes, the Customer may export its Customer Data from the Services. After the account closes, Ferrata Labs deletes all Customer Data, and backup copies are removed in the normal backup cycle within 7 days. This Section does not apply to Usage Data or Aggregated Data, which are governed by Section 5.5.

15.6 Effect of Termination. On termination or expiration, all rights granted under the Agreement end, the Customer must stop using the Services, and unused Included Credits and Purchased Credits are forfeited and are not refundable, except where Section 15.4 provides a refund or Applicable Law requires otherwise. Termination does not relieve the Customer of any obligation to pay fees accrued before termination.

15.7 Survival. The provisions identified in Section 21.12 survive termination or expiration.

Article 16. Warranties and Disclaimers

16.1 Mutual Warranties. Each party represents and warrants that it is validly existing and has the power and authority to enter into and perform the Agreement.

16.2 Customer Warranties. The Customer represents and warrants that (a) it has all rights, authority, consents and notices required under Applicable Law to provide Customer Data and to grant the access described in Article 6; (b) its use of the Services, its Agents and its communications with Contacts will comply with Applicable Law and Article 8; and (c) its Customer Data and its use of the Services will not infringe, misappropriate or violate any right of any third party.

16.3 Disclaimer. THE SERVICES, PREVIEW FEATURES, THE SITE, THE DOCUMENTATION, ALL AI MODELS AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FERRATA LABS AND ITS LICENSORS AND PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FERRATA LABS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT ANY AGENT WILL BEHAVE AS INTENDED, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE OR APPROPRIATE.

16.4 Connected Systems and Third-Party Models. FERRATA LABS MAKES NO REPRESENTATION OR WARRANTY, AND ASSUMES NO RESPONSIBILITY, REGARDING (A) THE CUSTOMER'S AUTHORITY OR RIGHT TO ACCESS, PROVIDE OR SHARE ANY DATA IN OR FROM A CONNECTED SYSTEM; (B) THE ACCURACY, COMPLETENESS, LEGALITY OR LAWFUL COLLECTION OF THAT DATA; (C) ANY CONNECTED SYSTEM, ITS TERMS OR ITS AVAILABILITY; OR (D) THE BEHAVIOR, AVAILABILITY OR CHANGES OF ANY THIRD-PARTY AI MODEL.

16.5 No Outcome Guarantee. FERRATA LABS DOES NOT PROMISE OR GUARANTEE ANY BUSINESS, REVENUE, COST, PAYMENT, COLLECTION OR OTHER OUTCOME FROM USE OF THE SERVICES.

16.6 Service Interruptions. THE CUSTOMER IS SOLELY RESPONSIBLE FOR ITS OWN BUSINESS OPERATIONS, BACKUPS AND CONTINUITY PLANNING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FERRATA LABS IS NOT LIABLE FOR ANY INTERRUPTION, OUTAGE, DELAY OR UNAVAILABILITY OF THE SERVICES OR OF THE CUSTOMER'S BUSINESS, INCLUDING THOSE CAUSED BY THIRD-PARTY PROVIDERS, HOSTING SERVICES, AI MODEL PROVIDERS, CONNECTED SYSTEMS, MAINTENANCE OR EVENTS BEYOND FERRATA LABS' REASONABLE CONTROL.

Article 17. Limitation of Liability

17.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL OR DATA, ANY BUSINESS INTERRUPTION, DOWNTIME OR DELAY, OR ANY COST OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICES OR THE SITE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES WILL NOT EXCEED THE FEES PAID AND PAYABLE BY THE CUSTOMER TO FERRATA LABS FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. FERRATA LABS' TOTAL LIABILITY ARISING OUT OF OR RELATING TO USE OF THE SITE ALONE WILL NOT EXCEED ONE HUNDRED US DOLLARS (USD 100).

17.3 Exclusions. THE LIMITATIONS IN THIS ARTICLE 17 DO NOT APPLY TO THE CUSTOMER'S PAYMENT OBLIGATIONS, THE CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 18.1, OR THE CUSTOMER'S BREACH OF SECTION 4.3 OR ARTICLE 9.

17.4 Basis of the Bargain. The parties agree that the limitations in this Article 17 are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.

Article 18. Indemnification

18.1 Indemnification by the Customer. The Customer will defend, indemnify and hold harmless Ferrata Labs and its affiliates, and their officers, directors, employees and agents, from and against all third-party claims, actions and proceedings, and all resulting losses, damages, fines, penalties, settlements, costs and expenses (including reasonable attorneys' fees), arising out of or relating to:
(a) Customer Data, including any data the Customer provides or makes accessible from any Connected System, and any claim that the Customer lacked the rights, consents or notices required for it;
(b) Output, and all actions taken by Agents at the Customer's direction or under its settings, including calls, messages, published content and changes to records;
(c) the Customer's consent records, disclosures and opt-out handling;
(d) the Customer's model selections and training configurations;
(e) the Customer's compliance with the laws described in Article 8; or
(f) the Customer's breach of Section 4.3, Section 7.10 or Article 9.

18.2 Procedure. The indemnified party will (a) give the indemnifying party prompt written notice of the claim, provided that delay relieves the indemnifying party of its obligations only to the extent it is prejudiced; (b) give the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party may not settle any claim that imposes an obligation on or admits fault by the indemnified party without its prior written consent, which will not be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with counsel of its own choosing at its own expense.

Article 19. Governing Law and Disputes

19.1 Governing Law. The Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Informal Resolution. Before starting a proceeding, a party will give the other written notice of the dispute, and senior representatives of the parties will try in good faith to resolve it within 30 days.

19.3 Binding Arbitration. Any dispute that is not resolved under Section 19.2 will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator. The seat of arbitration is Miami, Florida. Judgment on the award may be entered in any court of competent jurisdiction.

19.4 Class Action Waiver. Claims may be brought only on an individual basis, and not in any class, collective, consolidated or representative proceeding.

19.5 Confidentiality of Arbitration. The arbitration proceedings and award are confidential, except as needed to enforce the award.

19.6 Court Relief. Either party may seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information.

19.7 Attorneys' Fees. The prevailing party in any arbitration or court proceeding under this Article is entitled to recover its reasonable attorneys' fees and costs, including arbitration fees, from the other party.

Article 20. Use of the Site

20.1 Applicability. This Article 20 applies to all visitors to the Site, whether or not they use the Services. Articles 1, 13, 14, 16, 17, 19 and 21 also apply to use of the Site.

20.2 Information Only. The Site provides general information about Ferrata Labs and its products. Site content is not an offer and is not legal, tax or financial advice. Figures and examples on the Site are illustrative unless stated otherwise.

20.3 Permitted Use. When using the Site, you will not (a) violate any law; (b) probe, scan or test the security of the Site; (c) scrape or harvest data at volume or with automated tools; (d) interfere with the operation of the Site; (e) submit false or harmful content; or (f) misrepresent your identity.

20.4 Site Content. The content on the Site and the blog belongs to Ferrata Labs or its licensors. You may read and share it, with credit to Ferrata Labs, for personal or internal business use. You may not copy it for resale or use it to train AI models without Ferrata Labs' prior written permission.

20.5 Copyright Complaints. Notices of claimed copyright infringement may be sent to the contact in Article 22.

20.6 Third-Party Links. The Site may link to third-party websites. Ferrata Labs is not responsible for the content, policies or practices of any linked site.

Article 21. General

21.1 Entire Agreement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and representations, written or oral. Terms in any purchase order or other Customer document have no effect.

21.2 Order of Precedence. If there is a conflict between these Terms and the Documentation, these Terms prevail.

21.3 Assignment. Neither party may assign or transfer the Agreement without the other party's prior written consent, except that either party may assign it without consent to an affiliate or to a successor in a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or business to which the Agreement relates, provided the assignee assumes the assignor's obligations. Any attempted assignment in violation of this Section is void. The Agreement binds and benefits the parties and their permitted successors and assigns.

21.4 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, epidemics, fire, flood, cyberattacks, failures of cloud hosting, infrastructure or AI model providers, acts of government, war, terrorism, labor disputes, internet or utility failures, and failures of telecommunications carriers or other Third-Party Services.

21.5 Notices. Ferrata Labs may give notices to the Customer by email to the account owner or administrator, through the Services, or, for general notices, by posting on the Site. Notices to Ferrata Labs must be sent to the contact in Article 22. Notices are effective on receipt.

21.6 Severability. If any provision of the Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

21.7 Waiver. No failure or delay in exercising any right is a waiver of that right. A waiver is effective only if in writing and signed by the waiving party.

21.8 Independent Contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship.

21.9 No Third-Party Beneficiaries. Except for the indemnified persons in Article 18, there are no third-party beneficiaries of the Agreement.

21.10 Export and Sanctions. The Customer will comply with all applicable export control and economic sanctions laws. The Customer represents that it is not located in, organized under the laws of or ordinarily resident in any country or region subject to comprehensive United States sanctions, and is not named on any United States government restricted party list, and will not use or permit use of the Services in violation of those laws.

21.11 Customer Name and Logo. The Customer grants Ferrata Labs a non-exclusive, royalty-free right to use its name and logo to identify it as a customer on the Site, in customer lists and in marketing materials, in accordance with any trademark guidelines it provides. The Customer may request removal at any time by written notice, and Ferrata Labs will remove its name and logo from the Site and future materials within a commercially reasonable time. Any other use, such as a case study, testimonial or press release, requires the Customer's prior written consent. The Customer will not use Ferrata Labs' name, logo or trademarks without its prior written consent.

21.12 Survival. Sections 5.1, 5.5, 6.4, 7.7, 10.6, 10.9, 13.1, 13.3, 15.5, 15.6, 16.2 through 16.6, Articles 12, 17, 18 and 19, this Article 21, and any other provision that by its nature should survive, survive termination or expiration of the Agreement.

21.13 Changes to These Terms. Ferrata Labs may update these Terms from time to time. For material changes, Ferrata Labs will notify the Customer before they take effect and will ask Authorized Users to accept the new version at their next sign-in before continuing. Other changes take effect when posted. Ferrata Labs will post the current version, with its last updated date, on this page, and earlier versions remain available on request.

21.14 Electronic Communications. The Customer consents to receive communications from Ferrata Labs electronically, and agrees that all agreements, notices, disclosures and other communications provided electronically satisfy any legal requirement that they be in writing.

Article 22. Contact

Questions and legal notices about these Terms may be directed to:

Ferrata Labs, Inc.
hello@ferratalabs.ai