Terms of Service

These Terms of Service (“Terms”) govern access to and use of the Markups.ai website, platform, demos, and related SaaS services provided by Markups.ai (“Company,” “we,” or “us”), and any interactions with Markups.ai (collectively, the “Services”) by any individual or entity (“End User,” and together with Markups.ai, the “Parties,” and each, a “Party”).

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you may not access or use the Services. Where a separate SaaS Services Agreement, SaaS Services Order Form, and/or other written contract (collectively, the “Customer Contract”) is executed between Company and End User, that agreement will control to the extent of any conflict with these Terms.

1. Provision of Services

Access.

Company will use commercially reasonable efforts to make the Services available in accordance with these Terms.

Support.

Company will provide reasonable technical support and maintenance consistent with industry standards.

2. Acceptable Use and Restrictions

Prohibited Uses.

End Users shall not: (a) reverse-engineer, decompile, disassemble, copy, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (b) use the Services for unlawful, harmful, or infringing purposes; (c) transmit malware or offensive content; (d) circumvent security or usage limits; (e) modify, translate, or create derivative works based on the Services; (f) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (g) remove any proprietary notices or labels. 

Unlawful Uses:

End User shall not store, access, publish, disseminate, distribute or transmit via the Services any material which: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, color, religious belief, sexual orientation, or disability; or (vi) is otherwise illegal or causes damage or injury to any person or property.

Recourse.

Violation of this Section 2 may result in immediate suspension or termination of the Services without liability to the Company.

3. Data Protection and Privacy

Definitions.

“Data Protection Law” means all applicable data protection and privacy laws applicable to the Processing of Personal Data by or through the Services. “Controller” (and similar terms such as “Business”), “Personal Data” (and similar terms, including “Personal Information”), “Processing” (and similar terms, including “Processed” and “Process”), “Processor”, and “Service Provider” shall have the meanings ascribed to them in Data Protection Law. 

Roles of the Parties.

When Processing Personal Data on End User’s behalf, Company acts as a Processor/Service Provider and End User acts as the Controller/Business.

Obligations.

Each Party will comply with all Data Protection Law. Company will Process End User Data only to provide and improve the Services and in accordance with End User’s documented instructions.

Privacy Policy and DPA.

Use of the Services is also governed by Company’s Privacy Policy, which is incorporated into these Terms by reference. If required under Data Protection Law, the parties will enter into a Data Processing Agreement (“DPA”).

4. Intellectual Property

End User IP.

End User retains all right, title, and interest in its content and data uploaded or submitted through the Services (“End User Data”). No rights or licenses are granted except as expressly set forth herein.

End User License.

Company grants End User a limited, non-exclusive, non-transferable, non-sublicensable license to use or access the Services in accordance with these Terms.

Company IP.

Except for End User Data, Company shall retain all rights, title, and interest in the Services, underlying software, and all related and derivative intellectual-property rights. No rights are granted except as expressly stated herein.

Company License.

End User grants Company a limited, non-exclusive license to use End User Data as necessary to provide the Services.

5.  End User Data and AI Use

Use of Data.

Company may Process End User Data solely to provide, maintain, and improve the Services, including diagnostic, usage, and performance analytics, aggregated or de-identified form.

Data Backup:

End User is responsible for maintaining its own independent backups of End User Data, and End User acknowledges and agrees that the Company is not liable for any End User Data loss.

AI Outputs and Disclaimer.

Certain features of the Services use machine-learning or generative-AI models. Any output generated is automatically produced and provided “as is” for informational purposes only. Company does not guarantee the accuracy, completeness, or legal sufficiency of any AI-generated output, and End User remains solely responsible for evaluating and relying on such output.

No Training on End User Data.

Company will not use End User Data to train generalized AI models or for unrelated product development without End User’s prior written consent.

6. Prohibited Data 

End Users shall not provide any of the following (in any format) to Company or upload any of the following (in any format) when using the Services: any personal health information; biometric information; social security numbers; government identification numbers; credit report information, debit/credit or payment card information; bank or other financial account information, or other financial or credit data; any information defined as “sensitive” or “special category” data (or similar term) under Data Protection Law; or any other information or data subject to Data Protection Law that End User is not legally permitted to provide, or has not obtained valid consent to provide, to Company or to upload in using the Services (collectively, “Excluded Data”). 

Liability Exclusion. Notwithstanding anything to the contrary in these Terms, except to the extent required by applicable law that cannot be waived, Company shall have no obligation or liability under these Terms or otherwise with respect to Excluded Data.

7. Security

Information Security Program. Company maintains at all times a risk-based written information security program that includes reasonable administrative, physical, and technical safeguards designed to protect End User Data against unauthorized access, disclosure, alteration, or destruction, consistent with industry standards, such as SOC 2 Type 2. End User remains solely responsible for securing its own systems, devices, and credentials used to access the Services.

8. Equipment 

End Users are responsible for obtaining and maintaining all equipment, software, and ancillary services necessary to access and use the Services, including computers, operating systems, network connections, and internet access (collectively, “Equipment”). Failure to do so may prevent or affect use of the Services.

9. Feedback

Ownership of Feedback. If End User sends or transmits any data, communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes or improvements to the Services, including without limitation, new features, or requests for improvements or modifications to the output of the Services, or any comments, questions, suggestions, or the like otherwise relating to the Services (“Feedback”), Company may use such Feedback irrespective of any other obligation or limitation between the Parties governing such information. End User hereby assigns to Company on End User’s behalf (as applicable) all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party (including the Party), any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.

10. Branding 

End User agrees not to use the Company’s name, logo, trademarks, or other branding materials without Company’s prior written consent.

11. Confidentiality

Each Party will protect the other’s non-public information (“Confidential Information”) using the same degree of care it uses to protect its own confidential information (but not less than reasonable care) and will use it only to fulfill its obligations under these Terms.

12. Term and Termination

Term.

These Terms remain in effect while End User accesses or uses the Services.

Termination for Cause.

Either Party may terminate these Terms for material breach upon thirty (30) days’ written notice if the breach is not cured.

Effect of Termination.

Upon termination, End User must cease using the Services and may, within thirty (30) days, export or download its End User Data.

13. Warranties and Disclaimers

No Warranties.

The Services are provided “as is” and “as available.” Company disclaims all warranties, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Company does not warrant that the Services or AI outputs will be uninterrupted, error-free or suitable to the intended purpose.

14. Limitation of Liability

To the maximum extent permitted by law, neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill.

Company’s aggregate liability under these Terms shall not exceed $100. These limitations apply even if a remedy fails of its essential purpose.

15. Indemnification

End User will indemnify and hold harmless Company from any claim or liability (including reasonable attorneys’ fees) arising from End User’s use of the Services, End User Data, or any violation of these Terms or applicable law, except to the extent caused by Company’s gross negligence or willful misconduct.

16. Updates to the Services and Terms

Company may update or modify the Services or these Terms from time to time. Please regularly check this site for such updates or modifications. Use of the Services following any changes constitutes acceptance of the updated Terms.

17. Governing Law and Dispute Resolution

These Terms are governed by and construed under the laws of the State of California, without regard to conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

18. Miscellaneous

Force Majeure:

Company will not be liable for delays or failures beyond its reasonable control.

Severability:

If any provision of these Terms is held invalid, the remainder of the Terms will remain in effect.

Entire Agreement:

These Terms, together with the Privacy Policy, constitute the entire agreement between the Parties regarding the Services, except where the Parties have also executed a Customer Contract. 

No Waiver:

Failure to enforce any right does not constitute a waiver of that or any right.

19. Contact Us

For questions about these Terms, please contact: Markups.ai Inc. at info@markups.ai. 

Mailing Address: 2 Crecienta Dr. Sausalito, CA 94965.