Infraset Terms of Service

These Terms of Service (the "Terms") are an agreement between Infraset, Inc., a Delaware corporation with its principal office at 2810 North Church Street, STE 89156, Wilmington, DE 19802, United States ("Infraset," "we," "us"), and the company or other organization on whose behalf an account is created (the "Customer," "you"). They govern access to and use of the Infraset platform, including its web application, agents, connections and related services (the "Service").

By checking the acceptance box and creating an account, you confirm that you have read and agree to these Terms, the Acceptable Use Policy, and the data commitments in Section 7, and that you have authority to bind the Customer. If you do not agree, do not create an account. If you create an account without that authority, you accept these Terms personally. Accepting electronically, by checking the box, has the same legal effect as a handwritten signature.

If the Customer has signed a separate written agreement with Infraset that covers the Service, that agreement prevails where it conflicts with these Terms.

1. Eligibility and where the Service is offered

1.1 Business use. The Service is for business use only. Each user must be at least 18 years old and use the Service on behalf of the Customer, not for personal, family or household purposes. The Service is not offered to consumers.

1.2 Where the Service is offered. The Service is offered only in the countries listed on the sign-up page. The Customer and its users will not access or use the Service from any other country, and will not use a VPN, proxy or any other means to hide their location or get around this restriction. Doing so is a breach of these Terms, and Infraset may refuse, suspend or close an account that does it.

2. Accounts and users

2.1 Workspace. The Customer's account includes a workspace. Workspace administrators can invite users, assign roles, and grant or remove access to features and connections.

2.2 Responsibility. The Customer is responsible for its users, for keeping credentials confidential, and for all activity in its workspace. Each user must have their own account. Users may not share their credentials, and the Customer may not use shared or generic accounts to hide the number of users or to get around the limits of its plan. Notify us promptly at [email protected] if you suspect unauthorized access.

2.3 Accurate information. You will provide accurate account information and keep it up to date.

3. Free trial

3.1 Trial. New workspaces may start on a free trial for the period shown at sign-up (currently 14 days). No payment card is required for the trial.

3.2 Usage limits. We may set usage limits for trials. When a limit is reached, some or all features may pause until the trial ends or the Customer moves to a paid plan.

3.3 Features. Some features and connections are not available during the trial and are shown as unavailable in the product. We may change trial features, length or limits at any time.

3.4 As is. During the trial the Service is provided "as is," without any service level or support commitment, and Infraset's total liability for the trial is limited as set out in Section 12.

3.5 End of trial. When the trial ends without a move to a paid plan, the workspace becomes inactive. We keep its content for at least 30 days so the Customer can export it or move to a paid plan. After that we may delete it as described in Section 7.6.

4. Paid plans

4.1 Fees. Paid plans, their fees and their limits are those shown at the time of purchase or in an order form signed by both parties. Fees are in U.S. dollars unless stated otherwise and exclude taxes, which the Customer pays (except taxes on Infraset's income). Infraset may change the fees of a plan for its next renewal by notifying workspace administrators at least 30 days before the renewal date. If the Customer does not agree, it may cancel before the renewal takes effect.

4.2 Billing. Where we offer online billing, payments are processed by our payment provider and we do not store full card details. Plans renew for the same period unless cancelled before renewal, and the Customer authorizes us to charge the payment method on file at each renewal; you can cancel from the workspace settings or by writing to [email protected], and cancellation takes effect at the end of the paid period.

4.3 Refunds. Fees already paid are non-refundable, except where required by law or stated in an order form.

4.4 Late payment. We may suspend the Service if payment is more than 15 days overdue, after notice.

4.5 Unused usage. Usage included in a plan for a billing period, such as minutes or messages, does not carry over to the next period and is not refundable.

5. Customer Data

5.1 Ownership. "Customer Data" means everything the Customer and its users submit to the Service or make available through connections: messages, instructions, documents, files, and the outputs the Service produces for the Customer. As between the parties, the Customer owns Customer Data.

5.2 License to Infraset. The Customer grants Infraset a limited license to host, copy, process, transmit and display Customer Data only to provide, secure and support the Service for the Customer, and as required by law.

5.3 No training and no product improvement on content. Infraset does not use the content of Customer Data to train artificial intelligence models or to improve the Service, and does not allow its providers to do so. Infraset may use usage metadata (for example, number of messages, features used, response times, errors and token counts), which does not include the content of Customer Data, to operate, secure, bill and improve the Service, and may use it in aggregated form that does not identify the Customer.

5.4 Customer responsibilities. The Customer is responsible for the legality of Customer Data and for having the rights, notices and consents needed to submit it and to connect third-party accounts, including for any personal data of its employees, clients or other people. Do not submit the categories of data excluded in the Acceptable Use Policy.

5.5 Export. While the workspace is active, and during the periods in Sections 3.5 and 10.4, the Customer can export its documents and content using the tools in the Service or by writing to [email protected].

6. Agents, connections and outputs

6.1 Agents act on your instructions. The Service lets the Customer create AI agents that can read connected information and take actions, such as drafting and sending email from a connected account, creating or editing documents, or updating connected tools. The Customer authorizes each action its agents take through the Customer's accounts and connections, and is responsible for those actions and their consequences, including messages sent to third parties.

6.2 Review outputs. Outputs are generated by artificial intelligence. They can be inaccurate, incomplete or inappropriate, and the same request can produce different results. The Customer is responsible for reviewing outputs before relying on them or sending them outside its organization, and for deciding where human review is required. Outputs are not legal, financial, tax, medical or other professional advice.

6.3 Connections. When the Customer connects a third-party service (for example Google Drive, or a Microsoft Outlook calendar link), Infraset accesses only what the Customer authorizes, and only to provide the features the Customer uses. The Customer can disconnect at any time. Third-party services are governed by their own terms; Infraset is not responsible for them or for changes they make that affect a connection.

6.4 Third-party providers. The Service relies on third-party providers, including providers of AI models, messaging, email and calendar services. Except for Infraset's responsibility for its subprocessors under Section 7.4, they are not covered by Infraset's warranties, and Infraset is not liable for their failures, interruptions or changes. We may change or replace a provider to maintain quality, cost or availability, and we may stop offering a feature that depends on a provider if that provider withdraws or changes it, subject to the commitments in Section 7.

6.5 Features in preview. Features marked as preview or beta are offered for evaluation, may change or be withdrawn, and are provided as is.

7. Data protection and security

7.1 Roles. For Customer Data that contains personal data, Infraset acts as a processor on the Customer's behalf and processes it only on the Customer's documented instructions, which are these Terms and the Customer's use of the Service. Infraset will not sell or share Customer Data, or retain, use or disclose it outside its relationship with the Customer, except as these Terms allow. For users' account and billing data (including company, industry and role), usage metadata, acceptance records, and data about visits to the website and the campaigns that bring users, Infraset acts as a controller as described in the Privacy Policy.

7.2 Security. Infraset maintains administrative, technical and physical safeguards designed to protect Customer Data, including encryption in transit and at rest.

7.3 Personnel access. Infraset personnel do not access the content of Customer Data except: (a) when required by law or a binding order of a competent authority; (b) to investigate or respond to a security incident or abuse of the Service; or (c) when the Customer requests support and authorizes the access. If an authority requests Customer Data, we will notify the Customer before disclosing it, unless the law prohibits us from doing so.

7.4 Subprocessors. Infraset uses subprocessors in the categories described in the Privacy Policy, each bound to confidentiality and data protection obligations no less protective than these, and remains responsible for them. The Customer can request the current list of subprocessors at [email protected]. Infraset will notify customers that have a written agreement with it before adding a subprocessor that processes their Customer Data.

7.5 Incidents. Infraset will notify the Customer without undue delay after becoming aware of a security incident affecting Customer Data, and will provide the information reasonably available to help the Customer meet its own obligations.

7.6 Deletion. After the workspace ends, Infraset deletes Customer Data from active systems within 30 days of the Customer's written request to [email protected], and may delete it on its own once the period in Section 3.5 or 10.4 has passed; residual copies in backups are deleted on the normal backup cycle and remain protected until then, as do copies that an AI model provider keeps for a limited time to monitor abuse, as described in the Privacy Policy.

7.7 Location. Customer Data is processed and stored in the United States. Messages sent through messaging channels that a workspace enables also pass through the systems of those channels' providers.

8. Acceptable use

The Customer and its users must comply with the Acceptable Use Policy, which forms part of these Terms. It includes the usage policies of the AI model providers that power the Service.

9. Infraset's property and feedback

9.1 The Service. Infraset and its licensors own the Service, including its software, agents' configurations created by Infraset, templates, and all improvements to them, except Customer Data. These Terms grant the Customer a non-exclusive, non-transferable right to use the Service during the subscription or trial for its internal business purposes.

9.2 Restrictions. The Customer will not copy, resell, sublicense or provide the Service to third parties as a service; reverse engineer it except where the law allows; or use it to build a competing product.

9.3 Feedback. If the Customer gives suggestions or feedback, Infraset may use them without obligation.

9.4 Names and logos. Infraset will not use the Customer's name or logo in marketing without the Customer's written permission.

10. Suspension and termination

10.1 By the Customer. The Customer may stop using the Service and close its workspace at any time.

10.2 Suspension. Infraset may suspend access, in whole or in part, if needed to prevent harm to the Service or others, in case of a breach of the Acceptable Use Policy, for non-payment, or if required by law. Where reasonable, we will give notice and an opportunity to fix the issue first.

10.3 Termination. Either party may terminate for a material breach not cured within 15 days of notice. Infraset may end free trials or free plans at any time with notice, and may terminate immediately, with notice, for a serious breach of the Acceptable Use Policy, for sanctions reasons, or when the law requires it.

10.4 Effect. On termination, access ends. We keep Customer Data for at least 30 days so the Customer can request an export. After that we may delete it as described in Section 7.6. Sections 5, 7.6, 9, 11 to 15 survive.

11. Disclaimer of warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." INFRASET DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE OR ITS OUTPUTS WILL BE ACCURATE, UNINTERRUPTED OR ERROR-FREE.

12. Limitation of liability

12.1 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.

12.2 EACH PARTY'S TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO INFRASET IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (US$100) IF THE CUSTOMER HAS PAID NO FEES.

12.3 These limits do not apply to the Customer's payment obligations, to the Customer's obligations under Section 13, to the Customer's breach of the Acceptable Use Policy or of Section 9.2, or to liability that cannot be limited by law.

13. Indemnification

The Customer will defend and indemnify Infraset against third-party claims arising from Customer Data, from actions taken by the Customer's agents through its accounts and connections, or from the Customer's breach of these Terms or the Acceptable Use Policy, and will pay the resulting damages and reasonable costs, including attorneys' fees.

14. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws rules. Any dispute arising from or related to these Terms or the Service will be resolved exclusively in the state or federal courts located in Delaware, and both parties consent to their jurisdiction.

15. General

15.1 Changes. We may update these Terms. For material changes we will notify workspace administrators by email or in the product at least 15 days before they take effect, and ask users to accept the new version at their next sign-in. If the Customer does not agree, it may stop using the Service before the change takes effect.

15.2 Notices. Notices to Infraset go to [email protected] or the address above. Notices to the Customer go to the email of its workspace administrators.

15.3 Compliance with law. Each party will comply with the laws that apply to it, including export control and sanctions laws. The Customer will not use the Service in or for a sanctioned country or person.

15.4 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.

15.5 Assignment. The Customer may not assign these Terms without Infraset's consent. Infraset may assign them in a merger, acquisition or sale of assets.

15.6 Entire agreement. These Terms, the Acceptable Use Policy and any order form are the entire agreement on the Service. If a provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.

15.7 Language. These Terms are published in English and Spanish. If they differ, the English version prevails.

15.8 Confidentiality. Each party will keep confidential the non-public information that the other party shares with it in connection with the Service and that a reasonable person would understand to be confidential, including Customer Data and Infraset's non-public information about the Service, its pricing, its providers and how it works. Each party will use that information only to perform these Terms and will share it only with its employees, contractors and advisers and, in Infraset's case, its subprocessors under Section 7.4, who need it and are bound by obligations at least as protective. These obligations do not cover information that is or becomes public through no fault of the receiving party, that the receiving party already knew or developed independently, or that it received lawfully from a third party without a duty of confidentiality. A party may disclose information when the law requires it, after notifying the other party where the law allows. These obligations continue for 3 years after these Terms end, and for trade secrets and Customer Data for as long as they remain so.

16. Contact

Infraset, Inc. 2810 North Church Street, STE 89156, Wilmington, DE 19802, United States [email protected]