Terms of Service

1. The Cloud Service & Access Grants

Subject to the terms and conditions of this Agreement and Customer's active subscription tier, Erayaha grants Customer a non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Erayaha Document Intelligence service (the "Service") solely for Customer's internal business purposes.

Access may be provisioned through our standalone web interface (erayaha.ai), Microsoft Word Office Add-in taskpane, Google Docs Editor Add-on, Model Context Protocol (MCP) streamable endpoints, or REST APIs.

2. Mandatory Human-in-the-Loop & Professional Disclaimers

By utilizing the Service, Customer acknowledges and explicitly agrees to the following operational invariants:

• Non-Autonomous Decision Support: Erayaha is an assistive, structured reasoning and decision-support system requiring mandatory human review. The Service is explicitly NOT an autonomous legal practitioner, arbitrator, or financial advisor, and does not provide formal legal, compliance, or regulatory advice.
• Preliminary Output: All redline suggestions, logical inconsistency flags, cross-reference verifications, risk severity scores, and clause synthesis generated by the Service constitute preliminary assistive output. Customer is solely responsible for verifying, validating, accepting, or rejecting all outputs before executing or relying upon any document.
• Waiver of Professional Reliance: Customer waives any claim against Erayaha arising from reliance on the platform's outputs without independent review by licensed legal or corporate professionals.

3. Data Architecture, Privacy Separation & Zero-Retention Guarantee

Erayaha enforces a strict structural distinction between document contents, account identification data, and usage telemetry:

4. Intellectual Property & AI Governance

Erayaha enforces strict artificial intelligence governance standards and intellectual property protections for Customer data:

• Customer Inputs & Outputs Ownership: Customer retains full and exclusive ownership of all text, documents, prompts, and materials uploaded or submitted to the Service ("Customer Inputs"). To the maximum extent permitted by law, Erayaha assigns to Customer all of Erayaha's right, title, and interest in and to the specific suggestions, redlines, clause syntheses, and analysis outputs generated for Customer by the Service ("Outputs").
• Zero Model Training Warranty (training_data_none: true): Erayaha strictly warrants that it does NOT use Customer Inputs, Customer Outputs, user prompts, or confidential contract data to train, retrain, calibrate, or fine-tune foundational artificial intelligence or machine learning models (model_training_none: true).
• No Customer Identification (no_customer_identification: true): Neither Customer Inputs nor Outputs shall be used in any manner that identifies Customer or discloses Customer Confidential Information to any third party.
• Downstream Inference Safeguards: Downstream inference utilizes enterprise zero-data-retention APIs (such as AWS Bedrock) governed by binding covenants prohibiting provider training and persistent prompt logging.
• Feedback License: If Customer or its authorized users provide suggestions, comments, ideas, or feedback regarding the Service ("Feedback"), Customer grants Erayaha a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, incorporate, and exploit such Feedback in connection with Erayaha's products and services, without any obligation of attribution or accounting, provided that Feedback does not disclose Customer's Confidential Information or Customer Inputs.
• Erayaha Technology: Erayaha retains all right, title, and interest in and to the Service, including its core software, user interfaces, reasoning pipelines, taxonomy schemas, algorithms, and documentation.

5. Confidentiality

Each party ("Recipient") agrees that all code, inventions, business, technical, and financial information disclosed to it by the other party ("Discloser") under this Agreement constitutes confidential information ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably understood to be confidential given the nature of the information and the circumstances of disclosure.

• Confidentiality Obligations: Recipient shall: (a) hold Discloser's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information of like nature, but no less than a reasonable degree of care; (b) not disclose Confidential Information to any third party without Discloser's prior written consent, except to its employees, contractors, and professional advisors who need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) not use Confidential Information for any purpose other than fulfilling its obligations or exercising its rights under this Agreement.
• Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already known to Recipient without confidentiality restriction prior to disclosure; (c) is independently developed by Recipient without access to or use of Discloser's Confidential Information; or (d) is rightfully received from a third party without duty of confidentiality.
• Compelled Disclosure: Recipient may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided Recipient gives Discloser prompt written notice (where legally permissible) so Discloser may seek an appropriate protective order.
• Survival: The confidentiality obligations set forth in this Section 5 shall survive the expiration or termination of this Agreement for a period of three (3) years; provided that for trade secrets and Customer Document Content, such obligations shall survive in perpetuity.

6. Subscriptions, Fees & Payment Terms

Customer agrees to pay all fees associated with Customer's selected subscription plan as set forth on our Pricing Page or in an applicable Order Form.

• Billing Frequency: Subscriptions are billed in advance on a monthly or annual recurring basis.
• Auto-Renewal: Subscriptions automatically renew for successive terms equal to the initial term unless Customer cancels at least thirty (30) days prior to the renewal date.
• Taxes: Fees are exclusive of applicable federal, state, local, or value-added taxes, which shall be Customer's responsibility.

7. Acceptable Use, Restrictions & Compliance

Customer shall not: (a) reverse engineer, decompile, or attempt to derive the source code or underlying schemas of the Service; (b) use the Service to build a competitive document intelligence product; (c) bypass, probe, or breach any security or authentication measures; (d) submit malicious code or unlawful content; or (e) access the Service in excess of rate limits or authorized seat parameters.

Export Controls, Sanctions & Anti-Corruption: Customer represents and warrants that: (i) it is not located in, organized under the laws of, or resident in any country or territory subject to comprehensive US, UK, or EU economic sanctions or trade embargoes; (ii) it is not listed on any US Specially Designated Nationals (SDN) or restricted party list; (iii) it will not export, re-export, or transfer the Service in violation of the US Export Administration Regulations (EAR); and (iv) it complies with all applicable anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act (FCPA) and the United Kingdom Bribery Act 2010.

8. Warranty, Uptime Targets & Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ERAYAHA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ERAYAHA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FULLY FREE FROM HEURISTIC OR AI-GENERATED OMISSIONS.

Service Level Targets: Erayaha uses commercially reasonable efforts to maintain a 99.0% monthly uptime target for active production endpoints. Uptime metrics represent operational targets and do not constitute a financial warranty or liquidated-damages SLA unless explicitly agreed upon in a countersigned Enterprise Order Form with SLA.

Mandatory Consumer Rights Carve-Out: Nothing in this Agreement shall exclude, restrict, or modify any statutory condition, warranty, guarantee, right, or remedy that cannot be lawfully excluded, restricted, or modified under mandatory consumer protection laws applicable in Customer's jurisdiction, including without limitation the United Kingdom Consumer Rights Act 2015, the UK Unfair Contract Terms Act 1977, and applicable European Union consumer protection directives.

9. Indemnification

• Provider IP Indemnification: Erayaha shall defend Customer and its officers, directors, and employees against any third-party claim, suit, or proceeding alleging that Customer's authorized use of the Service infringes or misappropriates any third party's valid patent, copyright, trademark, or trade secret, and shall pay all damages, costs, and reasonable attorneys' fees finally awarded against Customer or agreed to in a written settlement approved by Erayaha. Erayaha's obligations hereunder do not apply to claims arising from: (i) Customer Inputs or Outputs; (ii) modifications to the Service not made or authorized by Erayaha; (iii) combination of the Service with non-Erayaha software, hardware, or data; or (iv) use of the Service on a free, evaluation, or pilot basis.
• Customer Indemnification: Customer shall defend Erayaha and its officers, directors, and employees against any third-party claim, suit, or proceeding arising from or relating to: (i) Customer's breach of Section 7 (Acceptable Use & Restrictions); (ii) Customer Inputs violating applicable law, third-party rights, or third-party intellectual property; or (iii) Customer's deployment or execution of unreviewed AI suggestions or preliminary outputs without human legal oversight; and shall pay all damages, costs, and reasonable attorneys' fees finally awarded against Erayaha or agreed to in a written settlement approved by Customer.
• Indemnification Procedures: The indemnified party must: (i) provide prompt written notice of the claim to the indemnifying party; (ii) grant the indemnifying party sole control of the defense and settlement (provided no settlement admits liability without the indemnified party's consent); and (iii) provide reasonable cooperation at the indemnifying party's expense.
• Exclusive Remedy: This Section 9 states each party's sole and exclusive liability, and the other party's exclusive remedy, for intellectual property infringement and third-party claims covered herein.

10. Limitation of Liability & Unlimited Claims

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Consequential Damages Waiver: NEITHER PARTY NOR ITS AFFILIATES OR LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
• Liability Cap for Paid Subscriptions: EXCEPT FOR UNLIMITED CLAIMS DEFINED BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ERAYAHA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• Liability Cap for Free / Pilot Tiers: FOR ANY ACCESS PROVIDED ON A FREE, TRIAL, OR EVALUATION BASIS, ERAYAHA'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED FIFTY UNITED STATES DOLLARS ($50.00 USD).
• Unlimited Claims Carve-Out: The limitations and exclusions of liability set forth in this Section 10 shall NOT apply to: (a) either party's indemnification obligations under Section 9; (b) either party's breach of its confidentiality obligations under Section 5 (excluding claims relating to Customer Personal Data security incidents, which are governed exclusively under the DPA); (c) damages resulting from a party's gross negligence, willful misconduct, or fraud; or (d) Customer's obligation to pay accrued, undisputed subscription fees under Section 6.

11. Term, Termination & Suspension

This Agreement governs the relationship between the parties throughout Customer's use of the Service:

• Agreement Term: This Agreement begins on the date Customer first accesses the Service or executes an Order Form and remains in effect until all subscriptions have expired or this Agreement is terminated.
• Termination for Convenience: Either party may terminate a subscription for convenience at the end of the then-current subscription term by providing at least thirty (30) days' prior written notice (or via self-serve cancellation within account settings).
• Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach; or (b) becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation.
• Effect of Termination: Upon termination or expiration: (a) all access rights granted to Customer shall immediately cease; (b) Customer shall pay all accrued, unpaid fees through the effective date of termination; and (c) each party shall return or securely delete the other party's Confidential Information in accordance with our retention schedules. Sections 2, 4, 5, 8, 9, 10, 12, 14, and 15 shall survive termination.
• Right of Suspension: Erayaha may temporarily suspend Customer's access to the Service: (a) upon five (5) business days' prior written notice if Customer's account is overdue by more than fifteen (15) days; or (b) immediately upon notice if Customer breaches Section 7 (Acceptable Use, Restrictions & Compliance) or Customer's use poses an immediate security vulnerability, denial of service threat, or regulatory non-compliance risk. Erayaha will restore access promptly once the underlying issue is resolved.

12. Governing Law & Dispute Resolution (Arbitration & UK/EU Election)

This Agreement and any dispute arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without giving effect to any conflict of law principles, except where the UK or European Union B2B Election applies as set forth below.

• Binding Arbitration: Except as set forth below, any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by binding individual arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The place of arbitration shall be Wilmington, Delaware.
• Class Action & Jury Waiver: CUSTOMER AND ERAYAHA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BOTH PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY.
• UK & European Union B2B Jurisdiction Election: For business entities organized, registered, or domiciled in the United Kingdom or the European Union, either party may elect to submit disputes arising under or in connection with this Agreement to the exclusive jurisdiction of the courts of England and Wales (for UK customers) or the competent courts of the EU Member State in which Customer is established (for EU customers), governed respectively by the laws of England and Wales or the applicable Member State. Where this UK/EU election is made, Delaware governing law, AAA arbitration, and class action/jury trial waivers set forth above shall not apply, and disputes shall be resolved exclusively in the elected courts.
• Mandatory Consumer Rights Carve-Out: For individual consumers where mandatory local consumer protection statutes prohibit pre-dispute arbitration or foreign forum selection, disputes may be submitted to the competent courts of Customer's habitual residence.

13. Data Processing Agreement (DPA)

To the extent that Erayaha processes any personal data on Customer's behalf in the role of a Data Processor in connection with the Service, the parties agree that the Erayaha Data Processing Agreement, available at erayaha.ai/dpa, is hereby incorporated into this Agreement by reference and shall govern such processing. For the avoidance of doubt, the DPA does not apply to personal data for which Erayaha acts as an independent Data Controller (such as user account registration PII, authentication records, or billing contact records).

14. Modifications & General Terms

We may update this Agreement from time to time. If a material change occurs, we will notify Customer via email or via a prominent in-app notice at least thirty (30) days prior to the effective date. Continued use of the Service following such notice constitutes acceptance. Neither party may assign this Agreement without prior written consent, except in connection with a merger, acquisition, or corporate reorganization. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.

Force Majeure: Neither party shall be liable for any delay or failure in performance of its obligations (excluding payment obligations) resulting from causes beyond its reasonable control, including acts of God, war, terrorism, civil commotion, riot, strikes or labor disputes, failure of electrical power or telecommunications backbones, denial of service attacks, cloud infrastructure failure, or government regulations.