Terms of Use

1. Acceptance of Terms

By accessing or using the services provided by Petronella AI (a division of Petronella Technology Group, Inc.), including but not limited to our website at petronella.ai, AI automation services, consulting services, and any related software or applications (collectively, the "Services"), you agree to be bound by these Terms of Use ("Terms").

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

2. Definitions

3. Description of Services

3.1 AI Automation Services

We provide various AI-powered automation services including:

• Custom AI assistant development and deployment
• Chatbot implementation and management
• Voice AI solutions for customer service
• Process automation and workflow optimization
• AI-powered data analysis and insights
• Machine learning model training and deployment

3.2 Consulting Services

We offer professional consulting services including:

• AI readiness assessments and audits
• Digital transformation strategy
• Cybersecurity consulting and compliance
• Implementation planning and project management
• Training and change management

3.3 Service Levels

Specific service levels, uptime commitments, and support terms are defined in separate Service Level Agreements (SLAs) based on your subscription tier.

4. Account Registration and Security

4.1 Account Creation

To access certain Services, you must:

• Create an account with accurate and complete information
• Be at least 18 years old or the age of majority in your jurisdiction
• Have the legal capacity to enter into binding agreements
• Not be barred from using the Services under applicable law

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access
• Ensuring your Users comply with these Terms

4.3 Account Suspension

We may suspend or terminate your account if we suspect unauthorized use, security breaches, or violations of these Terms.

5. Acceptable Use Policy

5.1 Permitted Use

You may use our Services only for lawful purposes and in accordance with these Terms.

5.2 Prohibited Uses

You agree NOT to:

• Use the Services for any illegal, harmful, or fraudulent purpose
• Violate any applicable laws, regulations, or third-party rights
• Transmit viruses, malware, or other harmful code
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the Services or servers
• Reverse engineer, decompile, or disassemble any part of the Services
• Use the Services to develop competing products or services
• Resell or redistribute the Services without our written consent
• Use automated systems to access the Services without permission
• Misrepresent your identity or affiliation
• Harass, abuse, or harm other users or third parties
• Generate or distribute spam, unsolicited communications, or deceptive content
• Use AI Services to create deepfakes or misleading content
• Input data that violates privacy laws or contains sensitive personal information without proper authorization

5.3 Content Standards

Content processed through our Services must not:

• Contain hate speech, discrimination, or violence
• Infringe on intellectual property rights
• Violate privacy or publicity rights
• Contain adult content or material harmful to minors
• Promote illegal activities or substances
• Contain false or misleading information

6. AI-Specific Terms

6.1 AI Output and Accuracy

You acknowledge that:

• AI-generated content may not always be accurate, complete, or appropriate
• You are responsible for reviewing and verifying all AI output
• AI systems may exhibit biases present in training data
• We do not guarantee specific outcomes or results from AI Services
• AI performance may vary based on input quality and use case

6.2 Human Oversight

You agree to maintain appropriate human oversight of AI Services, especially for critical decisions affecting individuals' rights, safety, or well-being.

6.3 Training Data

If you provide data for AI training:

• You warrant you have rights to use such data
• Data must comply with our content standards
• You are responsible for data quality and accuracy
• We may refuse data that poses legal or ethical risks

6.4 AI Ethics

Both parties agree to:

• Use AI responsibly and ethically
• Respect human dignity and rights
• Ensure transparency in AI decision-making where appropriate
• Prevent discriminatory or biased outcomes
• Comply with AI governance frameworks and regulations

6.5 Model Updates

We may update AI models to improve performance. Such updates may affect output characteristics, and we will notify you of material changes.

7. Intellectual Property Rights

7.1 Our Intellectual Property

We retain all rights, title, and interest in and to:

• The Services and underlying technology
• Our trademarks, logos, and brand materials
• AI models, algorithms, and methodologies
• Documentation and training materials
• Aggregated and anonymized data
• Any improvements or derivatives of the above

7.2 Your Intellectual Property

You retain all rights to:

• Client Data you provide to us
• Your trademarks and brand materials
• Pre-existing intellectual property

7.3 License Grants

From Us to You:

We grant you a limited, non-exclusive, non-transferable license to use the Services during the Subscription Term in accordance with these Terms.

From You to Us:

You grant us a license to use Client Data solely to provide the Services and as described in our Privacy Policy.

7.4 AI Output Ownership

Subject to our retention of rights in underlying AI technology:

• You own Output generated specifically for you using your Client Data
• Generic Output may be used by us for service improvement
• We may retain rights to aggregated insights and patterns

7.5 Feedback

Any feedback, suggestions, or improvements you provide may be used by us without compensation or attribution.

8. Payment Terms

8.1 Fees

• Fees are as specified in your order form or subscription agreement
• All fees are non-refundable except as expressly stated
• We may modify fees with 30 days' notice for monthly plans or at renewal for annual plans

8.2 Payment

• Payment is due upon invoice unless otherwise agreed
• Late payments accrue interest at 1.5% per month or maximum allowed by law
• You are responsible for all taxes except our income taxes
• We may suspend Services for overdue payments after 10 days' notice

8.3 Subscription Auto-Renewal

Subscriptions automatically renew unless canceled before the renewal date. Renewal rates may increase with advance notice.

8.4 Refunds

Refunds may be available for:

• Service failures exceeding SLA thresholds
• Cancellation within trial period (if applicable)
• Material breach by us not cured within 30 days

9. Confidentiality

9.1 Definition

"Confidential Information" includes any non-public information disclosed by either party, including but not limited to:

• Business strategies and plans
• Technical specifications and architectures
• Customer lists and data
• Pricing and financial information
• AI models and algorithms

9.2 Obligations

Each party agrees to:

• Protect Confidential Information with reasonable care
• Not disclose it to third parties without consent
• Use it only for purposes of these Terms
• Return or destroy it upon termination

9.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach
• Was rightfully known before disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed by law (with prompt notice)

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each party warrants that it:

• Has full power and authority to enter into these Terms
• Will comply with applicable laws and regulations
• Will perform its obligations professionally and competently

10.2 Service Warranty

We warrant that the Services will perform materially in accordance with the Documentation. Your sole remedy for breach of this warranty is correction of the Services or, if we cannot correct, termination and pro-rata refund.

10.3 DISCLAIMERS

11. Limitation of Liability

12. Indemnification

12.1 Your Indemnification

You will defend, indemnify, and hold us harmless from claims arising from:

• Your use of the Services in violation of these Terms
• Your Client Data or content
• Your violation of laws or third-party rights
• Acts or omissions of your Users

12.2 Our Indemnification

We will defend, indemnify, and hold you harmless from claims that the Services infringe third-party intellectual property rights, except to the extent arising from your Client Data, modifications, or use outside scope.

12.3 Procedure

The indemnified party must:

• Promptly notify the indemnifying party
• Provide reasonable cooperation
• Allow the indemnifying party to control defense

13. Termination

13.1 Term

These Terms begin on the Effective Date and continue until terminated.

13.2 Termination for Convenience

• Monthly subscriptions: Either party may terminate with 30 days' notice
• Annual subscriptions: Terminate at end of current term with 60 days' notice

13.3 Termination for Cause

Either party may terminate immediately if the other:

• Materially breaches and fails to cure within 30 days of notice
• Becomes insolvent or enters bankruptcy proceedings
• Violates applicable laws or regulations

13.4 Effect of Termination

Upon termination:

• Your access to Services will cease
• You must pay all outstanding fees
• We will return or delete Client Data per your instructions (fees may apply)
• Sections that by nature should survive will remain in effect

14. Data Protection and Privacy

14.1 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated by reference.

14.2 Data Processing

We will process personal data in Client Data as a processor under your instructions and applicable data protection laws. A separate Data Processing Agreement may apply for certain jurisdictions.

14.3 Security

We implement appropriate technical and organizational measures to protect Client Data, including encryption, access controls, and regular security assessments.

14.4 Breach Notification

We will notify you without undue delay of any data breach affecting Client Data and cooperate in investigation and remediation.

15. Compliance and Export Controls

15.1 Compliance

Each party will comply with all applicable laws and regulations, including:

• Data protection and privacy laws
• Anti-corruption and anti-bribery laws
• Export control and sanctions regulations
• Industry-specific regulations (HIPAA, CMMC, etc.)

15.2 Export Restrictions

You may not use, export, or re-export the Services in violation of U.S. export laws or regulations. You represent that you are not on any prohibited party lists.

15.3 Government Use

If you are a government entity, additional terms may apply. The Services are "Commercial Items" under FAR 12.212 and DFAR 227.7202.

16. Modifications to Terms

16.1 Changes

We may modify these Terms by:

• Posting updated Terms on our website
• Notifying you via email or in-Service notice
• Requiring acceptance for continued use

16.2 Effective Date

Changes become effective:

• Immediately for new users
• 30 days after notice for existing users
• Upon acceptance if required for material changes

16.3 Rejection

If you reject changes, you may terminate your subscription, and we will honor the previous Terms until the end of your current Subscription Term.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms are governed by the laws of the State of North Carolina, USA, without regard to conflict of law principles.

17.2 Informal Resolution

Before filing a claim, the parties agree to try to resolve disputes informally by contacting the other party and attempting good faith negotiations for at least 30 days.

17.3 Arbitration

Any dispute not resolved informally shall be settled by binding arbitration under the American Arbitration Association Commercial Arbitration Rules. Arbitration will be in Wake County, North Carolina.

17.4 Exceptions

Either party may seek injunctive relief in court for:

• Intellectual property infringement
• Breach of confidentiality
• Violations requiring immediate relief

17.5 Class Action Waiver

YOU WAIVE ANY RIGHT TO BRING CLAIMS ON A CLASS, CONSOLIDATED, OR REPRESENTATIVE BASIS. DISPUTES MUST BE BROUGHT INDIVIDUALLY.

18. General Provisions

18.1 Entire Agreement

These Terms, together with any order forms and SLAs, constitute the entire agreement between the parties and supersede all prior agreements.

18.2 Assignment

You may not assign these Terms without our written consent. We may assign our rights to an affiliate or successor.

18.3 Severability

If any provision is found invalid, the remaining provisions will continue in full effect, and the invalid provision will be modified to achieve its intent to the maximum extent possible.

18.4 Waiver

No waiver of any term is effective unless in writing. Failure to enforce any right is not a waiver of future enforcement.

18.5 Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, or internet service provider failures.

18.6 Relationship

The parties are independent contractors. Nothing creates an agency, partnership, or employment relationship.

18.7 Notices

Legal notices must be in writing to:

• To Us: [email protected] or our mailing address
• To You: Your registered email or account address

18.8 Third-Party Rights

These Terms do not create third-party beneficiary rights except where expressly stated.

19. Contact Information