Decimal AI Terms of Service

June 17, 2025

This Agreement, by and between Customer and DecimalAI, Inc. (“Decimal”), is effective as of the date set forth in the Order Form or the date on which Customer clicks a box accepting this Agreement (the “Effective Date”) and governs Customer’s use of Decimal’s proprietary software-as-a-service platform (the “Decimal Platform”).
Decimal reserves the right to change or modify portions of this Agreement at any time. If Decimal does so, it will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. Decimal will also notify Customer, either through the Decimal Service user interface, in an email notification or through other reasonable means.

Any such changes will become effective no earlier than fourteen (14) days after being posted, except that changes addressing new functions of the Decimal Service or changes made for legal reasons may become effective immediately; provided, that, if any such changes or modifications materially adversely affect Customer, Customer may terminate this Agreement upon written notice to Decimal within fourteen (14) days’ of receiving notice of such change or modification. Customer’s continued use of the Decimal Service thereafter constitutes acceptance of such changes or modifications. Each of Decimal and Customer may be referred to herein individually as a “Party” or collectively as “Parties”.

1. ACCESS TO DECIMAL SERVICE

  1. Access to Decimal Platform
    Decimal will use commercially reasonable efforts to make the Decimal Platform available to Customer. Subject to the terms and conditions of this Agreement, Decimal grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Decimal Platform during the Term solely for Customer’s internal business purposes.
  2. License Restrictions and Responsibilities
    Customer agrees not to misuse the Decimal Service. This includes but is not limited to: reverse engineering, using the service for third parties, or failing to safeguard account access.
  3. License to Customer Data
    Customer grants Decimal a license to use submitted data as needed to operate, improve, and anonymize for aggregated data insights.
  4. Feedback
    Decimal may use Customer feedback in any way, including creating derivative works or incorporating into services.
  5. Third Party Services
    Use of third party integrations is at Customer’s own risk. Decimal disclaims responsibility for any third-party services or agreements.

2. OWNERSHIP; RESERVATION OF RIGHTS

Decimal retains ownership of the Decimal Service and all associated intellectual property. Customer retains ownership of their own data.

3. FEES; PAYMENT TERMS

  1. Fees; Payment Terms
    Customer will pay Decimal all fees as outlined in the Order Form. Subscription fees are non-refundable and subject to change with notice.
  2. Net of Taxes
    Customer is responsible for paying all applicable taxes, except those based on Decimal’s income.

4. TERM; TERMINATION

  1. Term; Termination
    Agreement auto-renews unless either Party provides notice. It may also be terminated for material breach with 30-day notice.
  2. Effect of Termination
    Upon termination, Customer must stop using the service and pay any outstanding fees. Confidential information must be returned or destroyed.
  3. Survival
    Specific sections of this Agreement will survive termination, including those related to restrictions, fees, IP, confidentiality, and liability.

5. CONFIDENTIALITY

  1. Definition of Confidential Information
    Confidential information includes all proprietary business, technical, and personal data exchanged during the relationship.
  2. Exceptions
    Information already public or rightfully known outside the Agreement is not considered confidential.
  3. Use and Disclosure
    Confidential information must only be used as necessary under this Agreement and protected against unauthorized disclosure.
  4. Disclosures Required by Law
    If required by law, the receiving Party may disclose Confidential Information but must notify the disclosing Party beforehand when possible.

6. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

  1. Representations and Warranties
    Both Parties warrant they have authority to enter the Agreement. Decimal warrants service performance per documentation. Customer warrants data accuracy and rights.
  2. Disclaimer
    Except as expressly stated, the Decimal Service is provided “as is” without warranties of any kind, including implied warranties.

7. LIMITATIONS OF LIABILITY

  1. Disclaimer of Consequential Damages
    Except for defined exceptions, neither Party is liable for indirect, incidental, or consequential damages.
  2. General Cap on Liability
    Liability is capped to the total fees paid in the 12 months preceding the claim, except in certain indemnification or breach cases.
  3. Independent Allocations of Risk
    Each limitation clause is independently enforceable and represents an agreed allocation of risk.

8. INDEMNIFICATION

  1. Indemnification by Decimal
    Decimal will defend Customer against claims that the Decimal Service infringes IP rights, excluding Excluded Claims.
  2. Indemnification by Customer
    Customer will indemnify Decimal against third-party claims related to misuse, modifications, or data issues.
  3. Action in Response to Potential Infringement
    Decimal may modify or replace infringing features or terminate the Agreement if no workaround is feasible.
  4. Indemnification Procedure
    Parties must notify and cooperate in defense efforts and agree on settlements.

9. GOVERNMENT MATTERS

Export of the Decimal Service is subject to U.S. regulations. The service is classified as “commercial computer software” and use by the U.S. Government is restricted accordingly.

10. GENERAL

  1. Force Majeure
    Neither Party is liable for delays caused by events beyond reasonable control (e.g., natural disasters, war, labor disputes).
  2. Severability
    If any provision is unenforceable, the rest of the Agreement remains in effect.
  3. Relationship of the Parties
    The Parties are independent contractors. Nothing creates a joint venture or partnership.
  4. Remedies
    Breach of confidentiality may result in injunctive relief without the need to prove actual damages.
  5. Governing Law; Consent to Jurisdiction
    California law governs. All disputes must be resolved in California courts.
  6. Assignment; Delegation; Binding Effect
    Neither Party may assign the Agreement without consent, except in certain business transfers.
  7. Notices
    All notices must be in writing and delivered per the Agreement’s instructions.
  8. No Waiver
    Failure to enforce a right does not waive it.
  9. Complete Agreement
    This is the entire agreement between the Parties and supersedes any prior agreements or terms.