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Terms of Use

These Terms of Use (“Terms”) form a binding agreement between you and Silicon Sapiens LLC (“eSapiens,” “we,” “our,” or “us”) governing your access to and use of the eSapiens website, hosted platform, APIs, workspaces, dashboards, agents, and related products and services (collectively, the “Services”).

The Services include the eSapiens platform and related products and capabilities across Knowledge Intelligence, Data Intelligence, and Process Intelligence, including Derek, Thor, ThunderScan, Immersive Max, Airbridge, MCP, APIs, document ingestion, retrieval systems, database analysis, reporting, dashboards, integrations, automations, and workflow tools.

By accessing or using the Services, clicking to accept these Terms, creating an account, or using a workspace made available through your organization, you agree to these Terms. If you are entering into these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity, and “you” includes that entity and its authorized users.

1. Separate Written Agreements; Order of Precedence

If you or your organization have a separately executed Order Form, Master Services Agreement, Statement of Work, Data Processing Addendum, security addendum, or other written agreement with eSapiens covering the Services, that separate written agreement controls to the extent of any conflict with these Terms for the covered Services. The Privacy and Security Notice is informational and describes our general privacy and security practices. It does not amend these Terms or any separate written agreement and does not create a service-level commitment, security warranty, or compliance attestation unless a separate written agreement expressly states otherwise. Otherwise, these Terms apply.

2. Eligibility; Accounts; Business Use

You must be at least 18 years old, or the age of legal majority in your jurisdiction if higher, to use the Services. The Services are intended for business and professional use, not for personal, family, or household purposes.

You agree to provide accurate, current, and complete account, contact, and billing information and to keep it updated. You are responsible for activity occurring under your credentials, API keys, or within your account, except to the extent caused by our breach of these Terms or applicable law.

You must promptly notify eSapiens through the contact channel identified in the applicable Order Form, the Privacy and Security Notice, or other contact method we designate if you suspect unauthorized access to your account, API keys, or workspace.

3. Enterprise Accounts and Administrator Controls

If the Services are provided through an enterprise, team, or organization-sponsored account, the organization is the customer of record and may control provisioning, de-provisioning, billing, integrations, retention settings, content access, role assignments, and other administrative settings.

Workspace administrators may access, export, monitor, disclose, restrict, or delete account information, logs, Customer Content, reports, connectors, and settings associated with use of that workspace, subject to applicable law and the organization’s policies.

Your use of the Services through an organization may also be governed by that organization’s internal policies, instructions, and approvals.

4. Subscription Plans; Fees; Taxes; Trials

Certain Services require paid subscriptions, usage-based fees, implementation services, professional services, or a separate commercial agreement.

Unless a separate written agreement states otherwise: fees are payable in U.S. dollars; paid subscriptions are provided on an evergreen, month-to-month basis and will continue until cancelled; you may cancel your subscription at any time, and such cancellation will take effect at the end of the then-current monthly billing period; you authorize us and our payment processor to charge the payment method on file for recurring monthly and usage-based charges; fees are non-cancellable and non-refundable except as required by law; you are responsible for applicable taxes other than taxes based on our net income; and we may suspend, limit, or downgrade the Services for non-payment.

Free trials, pilots, evaluations, beta access, preview features, credits, and promotional offers may be revoked, limited, or modified at any time and are provided for internal evaluation only on an “as is” and “as available” basis.

5. Limited License to Use the Services

Subject to these Terms and payment of all applicable fees, eSapiens grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription term to access and use the Services solely for your internal business purposes.

You may permit your authorized users to access the Services only under your control and only in accordance with these Terms. You are responsible for your authorized users’ compliance with these Terms.

6. Customer Content; Rights; Licenses; Service Improvement Data

“Customer Content” means prompts, instructions, uploaded files, documents, images, databases, connected-source content, query text, reports, dashboards, chat history, task definitions, workspace data, and other content or data submitted to, stored in, or processed by the Services on your behalf, including customer-specific embeddings, indexes, and retrieval artifacts generated within your workspace.

As between you and eSapiens, and subject to third-party rights, you retain your rights in Customer Content. You grant eSapiens and its subcontractors a worldwide, non-exclusive, royalty-free license to host, copy, transmit, store, cache, parse, index, retrieve, display, transform, and otherwise process Customer Content as reasonably necessary to provide, operate, maintain, support, secure, monitor, troubleshoot, debug, and administer the Services; authenticate users; prevent fraud, abuse, misuse, policy violations, and security incidents; comply with law, legal process, or contractual obligations; and generate Service Improvement Data.

“Service Improvement Data” means usage statistics, operational metrics, security signals, benchmarking data, performance data, system telemetry, and other information derived from use of the Services that does not identify you, your organization, or any natural person as such and does not disclose Customer Content in identifiable form. eSapiens owns all right, title, and interest in Service Improvement Data and may use it for any lawful purpose.

7. Training and Model-Improvement Statement

Unless a separate written agreement, workspace setting, or express opt-in states otherwise, eSapiens will not use non-public Customer Content from enterprise workspaces to train a generalized model made available to unrelated customers.

Notwithstanding the foregoing, you agree that eSapiens may use Customer Content and associated records for service provision, support, security operations, logging, trust-and-safety review, abuse prevention, debugging, testing, evaluation, quality assurance, de-identified or aggregated analytics, and improvement of safeguards, routing, classifiers, evaluators, filters, and other internal tools.

8. Outputs; Similarity; No Professional Advice

The Services may generate responses, analyses, code, charts, dashboards, recommendations, scores, classifications, or other materials (“Outputs”). Subject to your compliance with these Terms and to the extent eSapiens has assignable rights in the applicable Output, eSapiens assigns to you those assignable rights in the Output generated specifically for your use.

This assignment does not transfer any rights in the Services, Service Technology, models, model weights, routing logic, system prompts, templates, schemas, guardrails, underlying software, Service Improvement Data, aggregated or de-identified analytics, or outputs generated for other users, even if similar.

Because machine learning and automation may produce the same or similar results for multiple users, Outputs may not be unique. You are solely responsible for reviewing, testing, and validating Outputs before using or relying on them. The Services are not a substitute for professional judgment and must not be used as the sole basis for legal, medical, clinical, employment, credit, insurance, tax, accounting, investment, safety-critical, or other high-risk decisions.

9. eSapiens Technology; Custom Work; Feedback

The Services, including all software, APIs, interfaces, models, orchestration layers, agents, templates, workflows, prompts, system instructions, designs, trademarks, logos, documentation, dashboards, evaluation methods, connector technology, and related intellectual property (“Service Technology”), are and remain owned by eSapiens or its licensors.

Except for the limited rights expressly granted in these Terms, no rights are granted by implication, estoppel, or otherwise.

If eSapiens provides custom configurations, custom agents, implementation assistance, professional services, or other custom work, then unless a separate written agreement expressly states otherwise, eSapiens retains all rights in its background technology, pre-existing materials, generalized know-how, reusable components, and improvements, and any deliverables are licensed, not sold or assigned.

If you provide suggestions, ideas, ratings, annotations, corrections, or other feedback, you grant eSapiens an irrevocable, perpetual, worldwide, royalty-free right to use, reproduce, modify, and exploit that feedback without restriction or compensation.

10. Acceptable Use Restrictions

You may not, and may not permit any third party to, use the Services in violation of law or regulation; submit Customer Content without the necessary rights, notices, or consents; upload or process malware or other malicious code; interfere with the Services; gain unauthorized access to accounts, systems, models, prompts, logs, or data; reverse engineer or derive source code or underlying components except to the limited extent such restrictions are prohibited by law; scrape data from the Services other than your own data through permitted features; use the Services to build, train, or improve a competing product, model, service, benchmark dataset, or agent; perform model extraction, prompt exfiltration, automated vulnerability testing, or benchmark publication without our prior written consent; circumvent safety measures or access controls; generate unlawful or harmful content; or resell, lease, sublicense, timeshare, or provide the Services to unaffiliated third parties except as expressly authorized in writing.

You also may not use the Services to process protected health information, payment-card data, classified information, export-controlled data, biometric identifiers, children’s personal information, or similar regulated data unless expressly authorized in a separate written agreement with eSapiens.

We may investigate suspected violations and suspend or terminate access immediately if we believe your use creates security, legal, operational, or reputational risk.

11. Third-Party Services, Models, and Integrations

The Services may interoperate with or include third-party services, data sources, repositories, APIs, cloud tools, payment processors, authentication providers, communications tools, and AI models. Your use of third-party services may be subject to separate terms and policies.

eSapiens is not responsible for third-party services, content, uptime, security, outputs, data-processing practices, or continued availability. You authorize eSapiens to exchange data with third-party systems that you or your organization connect or direct us to use on your behalf.

12. Security; No Separate Warranty; Customer Responsibilities

eSapiens maintains commercially reasonable administrative, technical, and organizational measures designed to secure the Services. Our Privacy and Security Notice describes these measures generally, but is informational only and does not create independent warranties or commitments unless a separate written agreement expressly says otherwise.

You are responsible for maintaining the confidentiality of credentials and API keys; configuring lawful access to your source systems, databases, and repositories; using appropriate role-based permissions and administrator controls; maintaining backups of your own critical data where appropriate; and verifying that your use of the Services complies with your legal, regulatory, contractual, and internal requirements.

13. Confidentiality of Nonpublic Service Information

You will not disclose to third parties any nonpublic information regarding the Services, including security architecture, unpublished documentation, test results, benchmark results, vulnerabilities, or product roadmaps, except to your employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms.

This section does not restrict disclosures required by law, provided that you give us prior notice where legally permitted.

14. Suspension; Availability; Service Changes

We may suspend, limit, or terminate access to any portion of the Services immediately if required by law or court order; needed to prevent or respond to a security incident; you breach these Terms; your use threatens the security, integrity, or availability of the Services or any third-party system; or fees are overdue.

We may add, modify, remove, or discontinue features, models, connectors, usage limits, interfaces, or portions of the Services at any time. We do not guarantee that any feature, model, integration, or product name will remain available for any particular period.

15. Open Source Software

Certain components of the Services may include open source software. To the extent required by the applicable open source license, that license will govern your use of the relevant component instead of these Terms.

16. Termination; Effect of Termination

These Terms remain in effect until terminated. You may stop using the Services at any time. If you have a paid subscription, you may cancel at any time, and cancellation will take effect at the end of the then-current monthly billing period unless a separate written agreement states otherwise.

We may terminate these Terms or your access at any time, with or without notice, if we reasonably believe you breached these Terms; continued access would create legal, security, or operational risk; or we are discontinuing the Services.

Upon termination or expiration, your right to use the Services ends immediately; we may disable or delete your access and Customer Content in accordance with our retention practices and contractual obligations; you remain responsible for accrued fees and obligations; and sections that by their nature should survive will survive, including those addressing payment, intellectual property, restrictions, confidentiality, disclaimers, limitation of liability, indemnity, dispute resolution, and miscellaneous terms.

17. DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUTS, DOCUMENTATION, BETA FEATURES, THIRD-PARTY MODELS, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

ESAPIENS DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, RESULTS, AVAILABILITY, SECURITY, RELIABILITY, AND THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

WITHOUT LIMITING THE FOREGOING, ESAPIENS DOES NOT WARRANT THAT OUTPUTS WILL BE CORRECT, COMPLETE, UNIQUE, LAWFUL, OR FIT FOR YOUR PURPOSE; THAT THE SERVICES WILL DETECT ALL DATA, SECURITY, OR QUALITY ISSUES; THAT READ-ONLY OR SAFETY CONTROLS WILL PREVENT ALL ERRORS IN EVERY CONFIGURATION; THAT ANY MODEL, CONNECTOR, OR FEATURE WILL REMAIN AVAILABLE; OR THAT THE SERVICES WILL SATISFY ANY LEGAL OR REGULATORY REQUIREMENT UNLESS EXPRESSLY STATED IN A SEPARATE WRITTEN AGREEMENT.

18. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ESAPIENS AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ESAPIENS AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY YOU TO ESAPIENS FOR THE APPLICABLE SERVICES DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) US $ 50,000.

These exclusions and limitations apply regardless of the form of action and even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so portions of this section may not apply to you to the extent prohibited by law.

19. Indemnification

You will defend, indemnify, and hold harmless eSapiens and its affiliates, licensors, service providers, suppliers, officers, directors, employees, and agents from and against any third-party claim, demand, action, investigation, or proceeding, and any related liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to your Customer Content; your or your authorized users’ use of the Services or Outputs in violation of these Terms or applicable law; your breach of these Terms; your infringement, misappropriation, or violation of a third party’s rights; or a dispute between you and your employees, end users, customers, vendors, or data sources.

We may participate in the defense at our own expense and, if we choose, assume exclusive control of the defense of any indemnified matter, in which case you will cooperate with us.

20. Dispute Resolution; Arbitration; Class Waiver

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs the interpretation and enforcement of this Section 20.

Except for claims that qualify for small-claims court, claims for injunctive or equitable relief relating to intellectual property, confidentiality, misuse of the Services, or security, or disputes governed by a separate written agreement that provides otherwise, any dispute arising out of or relating to these Terms or the Services will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The arbitration will be conducted in English before a single arbitrator. The seat and venue of the arbitration will be Harris County, Texas, unless the parties agree to proceed by video, telephone, or documents-only submission. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION, AND EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

To the extent permitted by law, any claim arising out of or relating to the Services or these Terms must be filed within one (1) year after the claim arose, or it is permanently barred.

21. Export Controls and Sanctions

You may not use, export, re-export, release, or transfer the Services, software, models, or technical data in violation of applicable export-control, sanctions, or trade laws, including U.S. export laws. You represent and warrant that you are not located in, ordinarily resident in, or owned or controlled by a person located in, a prohibited jurisdiction and are not on any applicable restricted-party list.

22. U.S. State Privacy Rights

To the extent required by applicable U.S. state privacy law, individuals may have certain rights regarding personal information that eSapiens controls as a business or controller, as further described in the Privacy and Security Notice. This section generally does not apply, or applies only in a limited manner, to Customer Content or other personal information that eSapiens processes solely on behalf of an enterprise customer as a service provider, processor, or contractor.

If applicable law grants a right to submit a request or appeal, requests should be made using the privacy-request method identified in the Privacy and Security Notice or another method we lawfully designate. eSapiens may take reasonable steps to verify identity, residency, authority, and the scope of the request before responding.

Nothing in this Section 22 creates rights beyond those required by applicable law or expands eSapiens’ obligations beyond what applicable law requires.

23. Miscellaneous

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. eSapiens may assign these Terms without restriction in connection with an affiliate transaction, financing, merger, acquisition, sale of assets, or by operation of law.

We may provide notices by email, in-product notice, account message, posting to the Services, or any other reasonable method. Legal notices to eSapiens should be sent using the notice channel specified in a separate written agreement or, if none exists, the contact details that eSapiens designates in the Services or the Privacy and Security Notice.

Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, governmental actions, cyberattacks by third parties, or failure of suppliers or subcontractors, except that this does not excuse your payment obligations.

These Terms, together with documents incorporated by reference and any separate written agreement that applies, constitute the entire agreement between the parties regarding the subject matter hereof. If any provision is held unenforceable, the remaining provisions remain in effect. A failure to enforce any provision is not a waiver.

These Terms do not create any partnership, agency, fiduciary, joint venture, employment relationship, or third-party beneficiary right.

You agree that we may communicate with you electronically and that electronic notices, records, signatures, and agreements satisfy any legal requirement for writing to the extent permitted by law.