Terms of Service

These Terms of Service ("Terms") govern your access to and use of the websites, products, and services provided by Jarmin, Inc. ("Jarmin," "we," "us," or "our"), including any deployed instance of the Jarmin Cloud Service (collectively, the "Services").

You accept these Terms by (a) executing an order form or other written agreement with Jarmin that references these Terms, or (b) accessing or using the Services after being presented with these Terms. If you are accessing the Services on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

If your organization has signed a separate written agreement with us covering the Services, that agreement controls in the event of any conflict with these Terms; otherwise, these Terms apply. Your use of the Services is also subject to our Privacy Policy.

1. Description of the Services

The Services include software, applications, documentation, and related materials made available by Jarmin, including AI-based capabilities operated on your behalf as described in any order form or written agreement between you and Jarmin.

2. Eligibility and Accounts

You must be at least 18 years old to use the Services. You are responsible for all activity that occurs under your account and for the actions of users you authorize to access the Services on your behalf. You must keep your account credentials confidential and notify us promptly if you suspect any unauthorized access.

3. Acceptable Use and Restrictions

Except as expressly permitted by these Terms or a separate written agreement with us, you will not, and will not permit anyone else to:

• Reverse engineer, decompile, or attempt to derive the source code or underlying ideas of the Services, except to the extent applicable law prohibits this restriction.
• Sell, transfer, sublicense, lend, distribute, rent, or otherwise provide third parties access to the Services.
• Remove or alter any proprietary notices or labels.
• Copy, modify, or create derivative works of the Services.
• Conduct security or vulnerability testing on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services without our prior written authorization.
• Access accounts, information, data, or portions of the Services for which you do not have explicit authorization.
• Use the Services to benchmark for the purpose of developing a competing service or product.
• Use the Services for any high-risk activity where failure of the Services could reasonably be expected to lead to death, bodily injury, or environmental damage. Where you use the Services in connection with automated decision-making that has legal or similarly significant effects on individuals, you are responsible for ensuring meaningful human oversight as required by applicable law.
• Use the Services to obtain unauthorized access to anyone else's networks or equipment.
• Submit to the Services any content you do not have the rights to submit, or any content that violates applicable law or the rights of others.

4. Customer Content

"Customer Content" means data, information, or materials submitted by you or on your behalf to the Services, together with any derivations, representations, or artifacts generated from such data, including embeddings, vectors, extracted fields, labels, prompts and outputs, and retrieval indexes.

You retain all rights, title, and interest in and to Customer Content. You are responsible for the accuracy, quality, and legality of Customer Content, and for your right to submit it to the Services. You grant us, and our sub-processors acting on our behalf, the limited rights necessary to copy, display, modify, and use Customer Content solely as reasonably necessary to provide, secure, and support the Services for you.

5. AI and Machine Learning

• Providing the Services to you. We may use Customer Content to provide the Services to you, including to generate outputs, provide recommendations, and to configure, fine-tune, or improve models, prompts, retrieval indexes, agents, or other AI features that are used solely to provide the Services to you.
• No training of shared or foundation models on your Content. We do not use Customer Content to train, fine-tune, or improve any foundation model, or any model or feature used to provide services to other customers. Where a written agreement between you and Jarmin contains additional or stricter commitments, that agreement controls.
• Third-party AI providers. The Services rely on third-party AI providers. We contractually require these providers not to train their models on Customer Content processed on your behalf and not to retain it beyond what is necessary to return a response, except as required by law.
• Service data. We may use aggregated, non-identifying operational and telemetry data — excluding Customer Content and any data from which Customer Content could be reconstructed — to operate, secure, debug, and improve the Services.

AI-generated outputs may be inaccurate, incomplete, biased, or otherwise unsuitable for your intended use. Outputs are not legal, financial, tax, medical, or other professional advice. You are solely responsible for (a) reviewing, validating, and approving any output before relying on it or sharing it with any third party, (b) ensuring that your use of outputs complies with applicable law, including laws governing automated decision-making, and (c) any decisions made or actions taken (including communications sent by AI features on your behalf) based on outputs. We make no representation that outputs are accurate, complete, non-infringing, or fit for any particular purpose.

6. Intellectual Property

Except for the limited license to access and use the Services described in these Terms, we retain all right, title, and interest in and to the Services, including all related intellectual property rights. We may use non-confidential feedback you provide about the Services without restriction or obligation to attribute.

7. Confidentiality

Each party will protect the other party's confidential information using a reasonable standard of care and will not use or disclose the other party's confidential information except as needed to perform under these Terms or as required by applicable law. Customer Content is treated as your confidential information.

Confidential information does not include information that the receiving party (a) knew without obligation of confidentiality before disclosure, (b) is or becomes publicly known through no fault of the receiving party, (c) rightfully receives from a third party without obligation of confidentiality, or (d) independently develops without use of the disclosing party's confidential information.

8. Sub-processors

We may use sub-processors to provide the Services. We impose written obligations on sub-processors at least as protective as these Terms with respect to confidentiality, security, and use of Customer Content. A current list of our sub-processors is available on request at privacy@jarmin.ai.

9. Suspension

We may temporarily suspend your access to the Services if you breach these Terms or use the Services in a way that materially and negatively impacts the Services or others. Where practical, we will provide notice and a reasonable opportunity to address the issue before suspension, except where immediate suspension is required to address an imminent security risk, comply with law, or prevent material harm to the Services.

10. Term and Termination

These Terms apply for as long as you access or use the Services. Either party may terminate these Terms for material breach by the other party if the breach is not cured within thirty (30) days after written notice describing the breach. Termination of these Terms will end your right to use the Services. The following sections, and any other provision that by its nature should survive, will survive termination: Sections 4 (Customer Content), 5 (AI and Machine Learning), 6 (Intellectual Property), 7 (Confidentiality), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 17 (Governing Law and Disputes), and 18 (General).

11. Beta and Preview Features

From time to time we may make beta, preview, or other early-access features available to you. These features are provided on an "as is" basis, may be modified or discontinued at our discretion at any time without notice, and are excluded from the warranties and commitments in these Terms.

12. Disclaimers

The Services are provided on an "as is" and "as available" basis. We do not warrant that the Services will be uninterrupted, error-free, or secure, that defects will be corrected, or that the Services will meet your requirements. To the maximum extent permitted by applicable law, we disclaim all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

13. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits or revenues (whether direct or indirect), arising out of or relating to these Terms or the Services, even if the party has been advised of the possibility of such damages.

The limitations above do not apply to a party's breach of confidentiality obligations or to a party's gross negligence, willful misconduct, or fraud. Nothing in these Terms limits, excludes, or restricts a party's liability to the extent prohibited by applicable law.

14. Indemnification

You will defend, indemnify, and hold harmless Jarmin from any third-party claim arising out of (a) Customer Content that violates, misappropriates, or infringes the intellectual property or other rights of a third party, (b) your breach of Section 3 (Acceptable Use and Restrictions), or (c) your use of outputs in a manner not permitted by these Terms or applicable law.

We will defend, indemnify, and hold harmless you from any third-party claim that the Services, when used by you in accordance with these Terms, violate, misappropriate, or infringe the intellectual property rights of a third party. Our obligations under this paragraph do not apply to claims that arise from (i) modifications to the Services not made by us, (ii) combination of the Services with materials or services not provided by us, (iii) Customer Content, or (iv) your use of an outdated version of the Services where a current version would avoid the claim. As our sole obligation in respect of such a claim, we may, at our option: (1) obtain the right for you to continue using the Services; (2) modify or replace the affected portion of the Services; or (3) if neither (1) nor (2) is commercially reasonable, terminate the affected Services.

The party seeking indemnification must promptly notify the indemnifying party of the claim, provide reasonable cooperation, and give the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party may not settle any claim that admits fault on, or imposes obligations on, the indemnified party without the indemnified party's prior written consent.

15. Third-Party Services

The Services may interoperate with or be used together with third-party services. We are not responsible for the availability, accuracy, content, or any aspect of such third-party services, and your use of them is subject to the terms of those third parties.

16. Modifications to the Services and These Terms

We may modify or discontinue the Services, or any portion of them, at any time. We may also update these Terms from time to time. For material adverse changes to these Terms, we will provide reasonable advance notice through the Services or by other means before the changes take effect, and your continued use of the Services after the effective date will constitute acceptance of the updated Terms. If you do not accept the updated Terms, your exclusive remedy is to stop using the Services.

17. Governing Law and Disputes

These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in San Francisco County, California, and each party irrevocably submits to the jurisdiction of those courts.

Each party knowingly and voluntarily waives, to the maximum extent permitted by applicable law, any right to a trial by jury in any action arising out of or relating to these Terms or the Services.

Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the cause of action accrues, or be permanently barred, to the extent permitted by applicable law.

18. General

These Terms, together with any separate written agreement between you and Jarmin covering the Services, constitute the entire agreement between you and us regarding the Services and supersede all prior or contemporaneous statements about the same subject. In the event of any conflict between these Terms and a separate written agreement, the separate written agreement controls.

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. Our failure to enforce any right or provision will not be deemed a waiver. You may not assign these Terms without our prior written consent, and any attempted assignment in violation is void. A change of control or sale of substantially all of your equity, business, or assets is deemed an assignment. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all of our assets to which these Terms relate.

Neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, war, civil unrest, pandemics, or failures of public utilities or the internet, provided the affected party takes reasonable steps to mitigate the impact.

The Services are commercial items as defined in FAR 2.101 and you, where you are a U.S. Government entity or contractor, are responsible for compliance with applicable export and sanctions laws and regulations of the United States and other jurisdictions in your use of the Services.

The parties are independent contractors. There are no third-party beneficiaries of these Terms.