Terms of service

01Agreement

These Terms of Service (the “Terms”) are a contract between OneCloud, LLC, a limited liability company registered in the State of Florida, United States (“OneCloud”) and the organisation that signs an order form, accepts these Terms, or uses our services (“Customer”, “you”).

If you are accepting on behalf of an organisation, you confirm you have authority to bind it. If you do not agree, do not use the services.

02Definitions

• Services — the ERAG platform, the Stratum platform, and consulting or assessment engagements described in an order form or statement of work.
• Customer Content — documents, source code, data, configuration and other material you or your users submit to the Services.
• Output — answers, citations, reports, scores, generated tests, change sets and other material the Services produce from Customer Content.
• Deliverables — work product we produce for you under a statement of work.
• Documentation — the operating documentation we make available for the Services.

03The services

Platforms

ERAG provides retrieval, agents and workflow automation over your own data. Stratum analyses a legacy codebase and produces archaeology reports, migration plans, characterization tests and change sets. Both may be used as a hosted service or deployed inside your own infrastructure.

Open source

The ERAG core is released under the Apache License 2.0. Your use of that code is governed by the Apache-2.0 licence, not these Terms. These Terms apply to our hosted services, our commercial features and our engagements.

Consulting

Engagements are fixed-fee and time-boxed unless an order form says otherwise. Scope, deliverables, assumptions and dependencies are set out in the statement of work. Where an engagement fee is stated as credited toward a later build, that credit applies to the next engagement commenced within 12 months.

04Accounts and acceptable use

You are responsible for your users’ actions, for keeping credentials secure, and for configuring access controls correctly. Tell us promptly at [email protected] if you suspect unauthorised access.

You agree not to:

• submit Customer Content you lack the rights or lawful basis to submit, or that infringes anyone’s rights;
• use the Services to build a competing product, or to benchmark them for publication without our written consent;
• reverse engineer, decompile or circumvent technical limits, except where that right cannot lawfully be excluded and except as the Apache-2.0 licence permits for the open-source core;
• attempt to access another customer’s data, probe or load-test our infrastructure without written permission, or interfere with the Services;
• use the Services to generate unlawful, deceptive, harassing or infringing material, to make automated decisions with legal effects about individuals without human review, or in any way that breaches applicable AI, export-control or sanctions law;
• resell or provide the Services to a third party except as expressly agreed.

05Fees, invoicing and taxes

• Per-scan and fixed-fee work is invoiced on order and payable before delivery begins unless agreed otherwise.
• Annual plans are invoiced yearly in advance and renew automatically for successive twelve-month terms unless either party gives 30 days’ written notice before the renewal date.
• Usage-based fees, such as ERAG storage, are invoiced monthly in arrears against measured usage.
• Payment is due within 30 days of invoice. Overdue amounts may carry interest at 1.5% per month or the maximum the law allows, whichever is lower.
• Taxes are exclusive. You are responsible for sales, use, VAT and similar taxes, except taxes on our income.
• Model costs are yours where you bring your own provider keys. Where you use our hosted models, the included allowances and overage rates are those published or stated in your order form.

Fees are non-refundable except where these Terms say otherwise. We may change published prices with 60 days’ notice, effective at your next renewal.

06Customer content and intellectual property

Your content stays yours

You own Customer Content and all rights in it. You grant us a limited, non-exclusive licence to host, process, transmit and display it solely to provide the Services, to support you, and to comply with law. That licence ends when the content is deleted.

Output

As between us, you own Output generated from your Customer Content. Output may not be unique — similar inputs can produce similar results for other customers, and we retain the right to produce and use similar Output for others.

Deliverables and our IP

On full payment, we assign to you the Deliverables created specifically for you under a statement of work, except for our pre-existing materials, platforms, tools, methods, templates and know-how (“OneCloud IP”), which remain ours. We grant you a perpetual, non-exclusive, non-transferable licence to use OneCloud IP embedded in the Deliverables as necessary to use them.

Nothing here transfers ownership of the Services. We may use anonymised, aggregated statistics that identify neither you nor your content to operate and improve the Services.

Feedback

If you send us suggestions, we may use them without restriction or obligation to you.

07AI output: accuracy and human review

• Output is informational, not advice. It is not legal, financial, tax, medical, safety or professional advice, and it does not substitute for a qualified professional.
• Review before you act. You are responsible for human review of Output before relying on it, especially for code changes, migrations, financial decisions or anything affecting individuals’ rights.
• Citations locate, they do not certify. A citation tells you where a claim came from; it does not guarantee the claim is correct.
• Scores are estimates. Modernization scores, safety scores and confidence values are heuristics for prioritising work, not warranties of fact.
• Generated tests and change sets characterise existing behaviour, including existing bugs. They are a safety net for change, not a proof of correctness.
• You must not use Output as the sole basis for a decision producing legal or similarly significant effects about a person.

08Third-party models and services

The Services integrate third-party model providers and connectors that you select. Those providers operate under their own terms, and their availability, pricing and behaviour are outside our control. We are not responsible for a third party’s acts or omissions, though we will use reasonable care in routing and in our agreements with them.

Where you bring your own provider keys, you are responsible for your account with that provider and for the cost of the inference you run.

09Confidentiality

Each party may receive the other’s confidential information. The recipient will protect it with at least reasonable care, use it only for this agreement, and disclose it only to personnel and advisers who need it and are bound to equivalent terms.

This does not cover information that is public through no fault of the recipient, was already known without a duty of confidence, is independently developed, or is lawfully received from a third party. Disclosure required by law is permitted, with prompt notice where lawful.

Customer Content is your confidential information. The Services, pricing and non-public documentation are ours.

10Warranties and disclaimers

We warrant that we will provide the Services with reasonable skill and care, in line with the Documentation, and that consulting Deliverables will materially conform to the statement of work. If they do not, tell us within 30 days of delivery and we will re-perform the work — that is your exclusive remedy.

Except as expressly stated, the services and output are provided “as is”. To the fullest extent permitted by law we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the services will be uninterrupted, error-free, or that output will be accurate or complete.

11Limitation of liability

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, however caused and on any theory of liability, even if advised of the possibility.

Each party’s total aggregate liability arising out of this agreement is limited to the fees paid or payable by you to us in the twelve months preceding the event giving rise to the claim.

These limits do not apply to: your payment obligations; either party’s indemnification obligations; your breach of the acceptable use section; or liability that cannot lawfully be limited, including fraud, wilful misconduct, or death or personal injury caused by negligence.

You acknowledge that these limits reflect an agreed allocation of risk and are a basis of the pricing.

12Indemnification

By us. We will defend you against a third-party claim that the Services, used as permitted, infringe that party’s intellectual property rights, and pay damages finally awarded or agreed in settlement. If the Services become subject to such a claim we may procure the right to continue, modify them, or terminate the affected part and refund prepaid unused fees. We have no obligation for claims arising from Customer Content, from combinations with anything we did not supply, or from modifications we did not make.

By you. You will defend us against third-party claims arising from Customer Content, from your use of the Services in breach of this agreement or applicable law, or from your reliance on Output without the human review described above, and pay damages finally awarded or agreed in settlement.

The indemnified party must give prompt notice, tender control of the defence, and provide reasonable cooperation.

13Term, suspension and termination

• This agreement runs from your first use of the Services until all order forms and statements of work have ended.
• Either party may terminate for material breach that remains uncured 30 days after written notice, or immediately if the other becomes insolvent.
• We may suspend access without notice where there is a security risk, unlawful use, or non-payment more than 15 days overdue — and we will restore it as soon as the cause is resolved.
• On termination your right to use the Services stops. You may export Customer Content for 30 days, after which we delete it in line with the DPA.
• Sections that by their nature should survive — fees accrued, confidentiality, IP, disclaimers, liability limits, indemnities and governing law — survive termination.

14Changes

We may update these Terms. For material changes we will give at least 30 days’ notice by email or in-product, and they take effect at your next renewal. Continued use after that constitutes acceptance. We may change the Services themselves provided we do not materially reduce core functionality during a paid term.

15Governing law and disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt to resolve any dispute through good-faith discussion between senior representatives for 30 days. Failing that, the state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to that venue. Either party may still seek injunctive relief in any competent court to protect its intellectual property or confidential information.

Each party waives any right to a jury trial and to participate in a class action in connection with a dispute under this agreement.

16General

• Entire agreement. These Terms, the DPA and any order form or statement of work are the whole agreement and supersede prior discussions. Purchase-order terms have no effect.
• Assignment. Neither party may assign without the other’s consent, except to a successor in a merger or sale of substantially all assets, on notice.
• Force majeure. Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations.
• Notices. To us at [email protected]; to you at the contact address on your account. Notice is effective on delivery.
• Severability and waiver. If a provision is unenforceable the rest survives. A failure to enforce is not a waiver.
• Independent contractors. Nothing creates a partnership, agency or employment relationship.
• Publicity. We will not use your name or logo as a reference without your written consent.
• Export and sanctions. Each party will comply with applicable export-control and sanctions laws.