Terms of Service

These Terms of Service (“Agreement”) are the agreement governing your access to and use of the Services as defined below. This Agreement is between Maisa, Inc, a Delaware corporation, with offices at 1111B S Governors Ave STE 3624 Dover, DE 19904 (“Maisa”), and the entity you represent by entering into this Agreement (“Customer”).

Any capitalized terms not defined throughout the Agreement will have the meaning given to them in Section 17 (Definitions).

This Agreement is effective upon the earlier of (i) your acceptance of this Agreement, or (ii) the date you first accessed the Services, as applicable (“Effective Date”), and will remain in effect until terminated in accordance with this Agreement.

Binding Effect. By using the Services hosted in the Platform and/or entering into this Agreement, you represent and warrant that (i) you have read and understand this Agreement, (ii) you understand that the Services provided under this Agreement are for businesses, professionals and developers, not consumers, (iii) you are not a consumer as defined under applicable laws, (iv) you have full legal authority to bind Customer to this Agreement, and (v) you agree to this Agreement on behalf of Customer. If you or Customer do not agree with this Agreement, please refrain from accepting this Agreement and from using the Services.
Services
1. 1. Provision of Services. During the Term, Customer will have access to Maisa’s web-based artificial intelligence-powered studio (“Studio”) for the purpose of creating, configuring, and deploying multi-modal AI agentic cloud functions or Digital Workers (“Agents”) on the Platform (collectively, the “Services”) in accordance with this Agreement.
  2. Use of Services. Customer agrees only to use the Services in accordance with this Agreement. Customer’s use of the Services may include deploying the Services to develop Customer Applications and making available Customer Applications to End Users, provided, however, that Customer may not sublicense the Agents or the Services as a standalone or integrated product.. Customer will ensure that End User’s use of the Services complies with this Agreement.
  3. Sign up/Account. Customer or End User must sign up on the Platform to create an account (“Account”) to use the Services. The Customer may do so by synchronizing its Google or Microsoft account or by completing the data fields requested by Maisa (name, surname, email) which will be processed in accordance with the Privacy Policy. Customer is solely responsible for all activities that occur under its Account, including using, managing and protecting the Account, including its security, both by Customer and End Users. Customer will not (i) disclose or otherwise share Account access credentials with unauthorized third parties, (ii) share individual login credentials between multiple users on an Account, or (iii) resell or lease access to its account. Customer will(a) promptly notify Maisa if it becomes aware of any unauthorized access to or use of Customer’s account or the Services and (b) use commercially reasonable efforts to prevent and terminate such unauthorized access to our use.
  4. Consent. Customer is solely responsible for obtaining any consent or providing notices required (i) for Customer or End Users to use the Services, (ii) for Customer’s provision of Input or Customer Data to Maisa, and (iii) for Maisa to provide the Services, including using Input and processing Customer Data.
  5. Invite a member. In the “Organisation” tab of the Platform, Customer may have the ability to select the “Invite a Member” feature in order to access the Studio. To invite them to the ‘Team’ they must include the email address of the user who will access as a member and indicate whether they are a “Member” or an “Admin”.
Use Restrictions; Acceptable Use Policy.
1. 1. Use Restrictions. Customer will not resell, sublicense, transfer or distribute the Services, except as expressly allowed and strictly necessary to make available Customer Applications. Customer will comply with all applicable trade laws, including sanctions and export control laws.
  2. Acceptable Use Policy. Customers must access and use the Services, and must ensure that End Users also access and use the Services, in accordance with the Acceptable Use Policy. Maisa may suspend Customer’s and End Users’ access to and use of the Services if Maisa becomes aware or has reasonable grounds to believe that Customer or End Users are using the Services against or in breach of the Acceptable Use Policy or this Agreement.
Payment Terms
1. 1. Fees. Maisa will invoice Customer for the Fees in accordance with the appropriate pricing tier selected by Customer, and Customer will pay Maisa all invoices within 15 days from the invoice date (“Payment Due Date”). Payments are nonrefundable.
  2. Taxes. Customer is responsible for any applicable taxes and will pay invoiced amounts without any deduction, withholding or other reduction to account for taxes, unless Customer provides Maisa with a valid tax exemption certificate for such taxes.
  3. Overdue Payments. If Customer’s payment is overdue:
    1. Maisa may charge interest on overdue amounts at the highest rate permitted by applicable law until the payment is paid in full;
    2. Customer is responsible for all commercially reasonable expenses (including legal fees) incurred by Maisa in collecting unpaid or overdue amounts, except where these unpaid or overdue amounts are due to billing inaccuracies attributable to Maisa; and
    3. Maisa may suspend Customer’s and End Users’ access to and use of the Services or, if Customer’s payment is overdue for more than 30 days after the Payment Due Date, terminate this Agreement.
  4. Disputes. Customer may dispute invoiced amounts if Customer believes in good faith that Fees were inaccurately invoiced (an “Invoice Dispute”). Maisa will review in good faith all Invoice Disputes. If an Invoice Dispute is submitted before the Payment Due Date, then (i) Customer may only pay the amounts not subject to the Invoice Dispute; and (b) the rest of unpaid Fees will be paid after Maisa´s resolution of Customer’s Invoice Dispute. If Customer pays Fees that were incorrectly invoiced, Maisa will not issue a corrected invoice, but instead will issue a credit equal to the agreed amount to be used in future invoices until the credit is expired.
  5. Free Access Services/Studio Beta. Maisa may make the Studio available to the Customer as a free and beta version. This version of the Services is not permitted for production use and are provided ‘as is’ on a temporary basis. Maisa is not responsible for the use that the Customer makes of the beta Studio and any resulting Services.
    1. Section 12.1 (Maisa´s Indemnity Obligations) will not apply;
    2. Customer will not use the Services for the processing of any Personal Data.
Intellectual Property
1. 1. 1. Except for the limited licenses provided herein, this Agreement does not grant either party any rights, implied or otherwise, to the other party’s intellectual property. Maisa retains all Intellectual Property Rights in the Services and Maisa Technology, and Customer retains all Intellectual Property Rights in the Customer Data, Customer Applications and Input.
    2. Customer Content. Customer and End Users may provide inputs to the Services, such as text, instructions, prompts and other content (“Input”) in connection with its their use of the Services. Customer owns all rights, title and interest, if any, in and to the Input. Customer acknowledges that due to the nature of artificial intelligence services such as the Services, Agents may not be unique and may be substantially similar to Agents received by other customers or users. Content received from the Services by other customers or users are not Output as defined in this Agreement, regardless of the similarity, and this Agreement does not apply to such other content.
    3. Use of Input
      1. By Customer. Customer is solely responsible for:
        
        nput, hereby representing and warranting that Customer has all rights, licenses and permissions required to provide Input to Maisa or Maisa Affiliates via the Services; and
        
        use of Agents and evaluation of accuracy and appropriateness of such Agents, taking into consideration that artificial intelligence services, including the Services, are rapidly evolving and therefore Agents may be inaccurate, incomplete or otherwise inappropriate. Consequently, Customer acknowledges that use of Agents requires Customer’s control and supervision, including human review as appropriate.
        
        By Maisa. Maisa will only use Input to provide the Services to Customer and will not use it for any other purposes, including that Maisa will not use Input to train machine learning models, unless expressly permitted by Customer.
Customer Data; Privacy
1. 1. Customer Data. If Customer Data includes Personal Data, (i) Customer will process Customer Personal Data in accordance with applicable data protection laws (ii) Customer represents and warrants that it has the right to provide Maisa with such Personal Data; and (iii) the Data Processing Addendum will apply between Customer and Maisa.
  2. Use of Customer Data. Maisa will only use Customer Data to provide the Services in accordance with the Privacy Policy and will not use it for any other purposes. Maisa will implement technical and organizational security measures to prevent accidental or unlawful loss, access, or disclosure of Customer Data.
Third Party Services. When using the Services, Customer may have access to or engage with Third Party Services. If Customer uses or accesses Third Party Services (including by making it available via a Customer Application), Customer understands and accepts that access to or use of Third Party Services may include Output from those Third Party Services are subject to additional terms different to this Agreement. Customer is solely responsible for reviewing any Third Party Services terms. Third Party Services are subject to their own terms, and Maisa is not responsible for them.
Confidentiality
1. 1. Confidential Information. “Confidential Information” means information that one party discloses (“Discloser”) to the other party (“Recipient”) under this Agreement and that is marked as confidential or would reasonably be considered confidential information according to its nature and under the circumstances it was disclosed. It does not include information that is (i) independently developed by the Recipient, (ii) is rightfully given to the Recipient by a third party without confidentiality obligations, or (iii) becomes public through no fault of the Recipient. For clarity, Input is Confidential Information.
  2. Protection of Confidential Information. The Recipient will only use the Discloser’s Confidential Information to exercise its rights and fulfill its obligations under this Agreement and will use reasonable care to protect the Discloser’s Confidential Information against unauthorized use or disclosure. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (i) to the Recipient’s Affiliates, employees, agents, subcontractors, or professional advisors who have a need to know it and who are bound by confidentiality obligations at least as protective as those in this Confidentiality section; (ii) with the Discloser’s written consent; or (iii) if required by law or court decision, provided that Recipient will try to redirect the request to the Discloser and use reasonable efforts to notify the Discloser in advance, unless prohibited.
  3. Duration of Confidentiality. The confidentiality obligations in this section will last during the Term and for five years following termination or expiration of this Agreement, except that for Confidential Information relating to any product roadmap(s), source code, technical infrastructure security, trade secrets, or compliance documentation, such obligations will survive termination or expiration of this Agreement perpetually or for the maximum duration under applicable law.
Publicity. Subject to Section 5.4.3 (Brand Assets), the parties will not make any public statement or communication regarding this Agreement without the prior written consent of the other party. If the parties wish to make a public announcement regarding this Agreement, they will work together in good faith to decide the content and timing of such announcement.
Term and Termination
1. 1. Term. This Agreement will be in effect starting from the Effective Date and will remain in effect until terminated in accordance with the termination provisions in this Agreement (“Term”).
  2. Automatic Renewal. Customer uses the Services under a subscription plan and the subscription will automatically renew for successive periods of the same duration unless Customer provides Maisa with notice of non-renewal at least 30 days before the expiration of the subscription plan .
  3. Termination for Convenience. Subject to any commitments on the duration of the Services, Customer may (i) stop using the Services at any time and (ii) terminate this Agreement for convenience at any time with 30 days prior written notice to Maisa.
  4. Termination for Breach. In addition to any other specific termination or suspension rights in this Agreement, either party may terminate this Agreement immediately upon written notice to the other party if:
    1. the other party is in material breach of this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice of the breach; or
    2. the other party ceases its business operations or becomes subject to insolvency proceedings.
    3. In addition, Maisa may terminate this Agreement or suspend Customer’s or End Users’ access to the Services (a) if required by law or (b) to prevent a security risk or other risk or harm to Maisa or its Affiliates.
  5. Effects of Termination. Upon termination of this Agreement:
Disclaimer.Except as expressly provided for in the Agreement and as permissible under applicable law (i) Customer acknowledges that the Services are provided “as-is”; (ii) Maisa shall have no liability to Customer or any third party in connection with Customer’s use of the Services, Agents, and Customer Applications; and (iii) Maisa does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, noninfringement, or error-free or uninterrupted use of the Services and (b) any representations about the completeness, quality, security, accuracy or availability of content or information accessible through the Services.
Indemnity
1. 1. Maisa´s Indemnity Obligations. Subject to Sections 12.3 (Exclusions) and 12.4 (Procedure), Maisa will defend and indemnify Customer for any settlement amounts approved by Maisa or damages finally awarded against Customer by a court of competent jurisdiction in a legal proceeding filed by an unaffiliated third party, to the extent arising from a third party claim alleging that Customer’s use of the Services in accordance with this Agreement infringes any third party Intellectual Property Rights. If Maisa considers that all or part of the Services are likely to become subject to any infringement claim, Maisa may, in its sole discretion, (i) procure, at Maisa´s expense, the right for Customer to continue using the Services in accordance with this Agreement, (ii) replace or modify the allegedly infringing Service so it is no longer infringing with a similar service or functionality, or (iii) if (i) and (ii) are not commercially practicable, suspend the Services or terminate this Agreement upon written notice and refund any prepaid amounts for unused Services.
  2. Customer’s Indemnity Obligations. Subject to Sections 12.3 (Exclusions) and 12.4 (Procedure), Customer will defend and indemnify Maisa for any settlement amounts approved by Customer and damages finally awarded against Maisa or Maisa Affiliate by a court of competent jurisdiction in a legal proceeding filed by an unaffiliated third party, to the extent arising from a third party claim related to (i) Customer’s or End User’s use of the Services against or in breach of the Acceptable Use Policy; (ii) Customer’s use of the Agents, (iii) Customer Applications, (iv) Customer Data, or () Input.
  3. Exclusions. Obligations under this Section 12 (Indemnity) will not apply to the extent that (i) the underlying allegation arises from (a) a breach of this Agreement by the non-indemnifying party, (b) Customer’s combination of the Services with products, services, software or other assets not provided by Maisa, or (c) Third Party Services
  4. Procedure. The party seeking indemnity will (i) promptly notify the other party upon becoming aware of any claim giving rise to indemnification, and (ii) allow the indemnifying party sole control of defense and settlement of such claim. However, the party seeking indemnity is entitled to participate in its own defense at its sole expense. The indemnifying party may not make any settlement on any claim without prior written consent of the other party, which will not be unreasonably withheld.
  5. Sole Remedies. The remedies in this Section 12 (Indemnity) are the sole and exclusive remedies under the Agreement for any third-party claims alleging that the Services infringe third-party Intellectual Property Rights.
Liability
1. 1. xclusions. Neither party will have any liability arising out of or relating to this Agreement for: (a) loss of revenues, profits, savings, or goodwill; or (b) indirect losses (whether or not foreseeable or contemplated by the parties).
  2. Limitation of Liability. Except for its indemnification obligations hereunder, each party’s total aggregate liability for direct damages arising out of or relating to this Agreement is limited to the Fees paid by Customer to Maisa under this Agreement for the Services that gave rise to the liability during the twelve (12) month period before the event giving rise to such liability occurred.
Changes
1. 1. Changes to Services. Maisa may make changes to the Services from time to time, including publishing new features, changing how certain features look or work or discontinuing specific features. Maisa will make commercially reasonable efforts to inform Customer of material changes to the Services that have a material impact on Customer’s use of the Services.
  2. Discontinuation. Maisa may, at its sole discretion, discontinue the Services in part or in full. Maisa will (i) notify Customer before discontinuing any Service, and (ii) refund Customer any prepaid and unused Fees, in each case unless Maisa replaces such discontinued Service with a materially similar service or functionality. Nothing in this section limits Maisa´s ability to make changes required to comply with applicable law, address a security risk or avoid substantial economic or technical burden.
  3. Changes to Prices. Maisa may make changes to Prices at any time by updating the public URL describing the pricing for the Services. Maisa will make commercially reasonable efforts to notify Customer of changes to price. Unless otherwise agreed, any Price change will become effective 30 days after Maisa informs Customer of the price change. Price changes due to legal reasons will become effective immediately.. Any additional purchases of Services made after a Price change takes effect will be subject to the then-current Price.
  4. Changes to the Agreement. Maisa may update this Agreement from time to time by providing Customer with prior notice, including by posting the updated version of the Agreement online. If the changes to the Agreement materially impact Customer’s rights or obligations at Maisa´s sole discretion, Maisa will provide 30 days prior notice before such material changes become, except that changes made to comply with applicable law will be effective immediately. Any other changes will become effective on the date Maisa posts the updated version of the Agreement. If Customer does not agree with the updated Agreement, Customer may stop using the Services or terminate this Agreement for convenience in accordance with Section 10.3 (Termination for Convenience). Customer’s continued use of the Services after such material updates will constitute Customer’s acceptance of such changes.
Governing Law; Jurisdiction. This Agreement will be interpreted and construed in accordance with the laws of Delaware. As between the Parties, any question concerning the existence, validity, or termination of this Agreement, and any other dispute arising out of or relating to this Agreement, that cannot be resolved by agreement between the Parties shall be finally settled, with express waiver to any other jurisdiction that may correspond to the Parties, exclusively by the courts located in Delaware.
Miscellaneous.
1. 1. Entire Agreement. This Agreement (i) incorporates by reference any guidelines, policies and terms that apply to the Services; (ii) sets out all terms in relation to its subject matter; and (iii) terminates and replaces all prior and contemporaneous representations, discussions, negotiations and agreements between the parties, whether written or oral, relating to such subject matter of this Agreement.
  2. Notices. Notices regarding compliance by either party with this Agreement, including notices related to termination or breach, must be sent via email, in writing, and addressed to the other party’s Legal Department. Maisa´s address for legal notices is contact@maisa.ai.
  3. Assignment. Customer may not assign this Agreement in whole or in part, including in the event of a change of control, without Maisa’s prior written consent which it may withhold in its sole judgment.
  4. Force Majeure. Except for payment of Fees obligations, neither party will be liable for failure or delay in its performance of this Agreement to the extent caused by force majeure events or circumstances that are beyond its reasonable control.
  5. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
  6. Severability. If any term (or part of a term) of this Agreement is deemed invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.
  7. Relationship between the Parties. Maisa and Customer are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency or other similar relationship between Maisa and Customer.
  8. No Third-Party Beneficiaries. There are no intended third-party beneficiaries to this Agreement.
  9. Equitable Relief. Nothing in this Agreement will limit Maisa’s ability to seek injunctive or equitable relief, including to stop unauthorized access to or use of the Services or infringement of its Intellectual Property Rights.
Definitions.
“Affiliates” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“Acceptable Use Policy” means the policy set forth in Annex 1 (Acceptable Use Policy).

“Brand Assets” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand assets or features of each party.

“Maisa Technology” means all tools, software (excluding open-source software), code, models, algorithms, materials, documentation and other technology developed by Maisa to (i) provide the Services or (ii) in connection with the Services.

“Control” means control of greater than 50% of the voting rights or equity interests of a party.

“Customer Application” means a program, software, product, service or application developed by Customer by using the Services.

“Customer Data” means data provided to Maisa by Customer or End Users through their use of the Services.

“End User” means the individuals who Customer allows to use the Services or Customer Applications, which may include Customer’s and Customer’s Affiliate’s employees and other third parties authorized by Customer.

“Fees” means the applicable amount to be invoiced by Maisa to Customer for Customer’s or End Users’ use of the Service in relation to Customer’s account.

“Intellectual Property Rights” means all patent rights, copyrights, author rights, trademark rights, rights in trade secrets, design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered).

“Personal Data” has the meaning given to it in the Privacy Policy.

“Platform” means kpu.maisa.ai

“Price” means the then-current price stated on the Platform describing the pricing for the applicable Services.

“Privacy Policy” is located at maisa.ai/privacy-policy.

“Third Party Services” means any products, services or content offered by third parties that are utilized in the provision of the Services; including, but not limited to large language models.

Last update: November 2024

Annex 1 – Acceptable Use Policy

Access to and use of the Services by Customer and End Users is subject to this Acceptable Use Policy.

Customer will not, and will ensure that End Users do not use the Services:

in any way that infringes or otherwise promotes or causes others to infringe any applicable laws or Maisa terms or policies, including on privacy and data protection, child sexual exploitation, child abuse, terrorism, violence, defamation, phishing or other intellectual property rights violations;
for adult entertainment or content, including pornography or other services or content that promote sexual activities or se;
to distribute malware or any other viruses designed to disrupt, damage or gain unauthorized access to a computer system;
to disable, interfere or circumvent any aspect of the Services;
to generate, distribute, publish or facilitate (i) unsolicited mass email, promotion or advertisements or (ii) hateful, harassing or violent content;
to engage in any conduct that may interfere with the Service’s security;
to copy, modify, create a derivative work of, reverse engineer, reverse assemble, reverse compile, decompile, translate, disassemble, or otherwise attempt to extract or discover any of the source code or underlying components of the Services or Maisa Technology (except to the extent such restriction is expressly prohibited by applicable law);
to develop machine learning and/or artificial intelligence models or related technology that may compete in any way with Maisa´s or Maisa´s Affiliates’ products or services;
to extract data from the Services other than as expressly permitted;
for activities with potential for high risk harm, including fraud, scams, pyramid schemes, plagiarism, fake news or disinformation;
To fully replace advice generally provided by qualified or registered advisors or professionals; including financial advisors, architects, lawyers and doctors, psychologists and any other healthcare professionals. If Customer or End Users use the Services in connection with financial, legal and healthcare activities, Customer must apply reasonable care and judgment and must include, and ensure that End Users include, appropriate disclaimers informing that artificial intelligence is being used, in compliance with any applicable transparency obligations;
To use it for criminal justice, law enforcement, censorship or surveillance purposes;
in any way that infringes or otherwise promotes or causes others to infringe Maisa´s or third party’s rights;
in any way that may damage or otherwise promote or cause others to damage Maisa´s or third party’s reputation or name, including to impersonate or attempt to impersonate Maisa or third parties.