Term of Use

1. Acceptance of Terms

By accessing or using Entangl's (Entangl, Inc.) Software as a Service ("SaaS"), you agree to comply with these Terms of Use. These terms incorporate all policies provided herein and govern your access to and use of the services, unless expressly superseded by a written agreement mutually executed by both parties (e.g., a Master Services Agreement ("MSA")).

2. Right to Use the Services

Entangl grants Customer and its Authorized Users a non‑exclusive, worldwide, non‑transferable right during the Subscription Term stated in the Order Form to access and use the SaaS and Documentation for Customer’s internal business purposes. Except as expressly permitted, Customer will not (a) sublicense, sell, or otherwise transfer the SaaS, (b) reverse‑engineer or decompile it, or (c) remove proprietary notices.

3. Accounts & Customer Responsibilities

Customer is responsible for: (i) compliance of its Authorized Users; and (ii) the accuracy and legality of Customer Data. Customer will not use the SaaS to transmit viruses, infringing material, or data that violates applicable law, including export‑control, privacy, and anti‑spam rules.

4. Fees & Payment

Fees and billing frequency are set out in each Order Form. Unless otherwise stated, invoices are due 45 days from receipt. Late payments may accrue interest at 1 % per month or the maximum legal rate, whichever is lower. All fees are exclusive of taxes; Customer is responsible for all taxes except those based on Entangl’s net income.

5. Security & Privacy

Entangl shall:

• Implement administrative, technical, and physical safeguards consistent with ISO‑27001 and applicable Customer standards;

• Encrypt Customer Data both in transit and at rest;

• Notify Customer without undue delay of any breach of security leading to accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of Customer Data;

• Provide Customer, in advance, with copies of its relevant security policies, including but not limited to Information Security Management Policy, Incident Response Policy, Access Control Policy, Data Encryption Policy, and Business Continuity and Disaster Recovery Policy;

• Respond promptly and comprehensively to Customer’s security questionnaires and inquiries;

If Entangl Processes Personal Data on Customer’s behalf, the parties will execute a Data Processing Addendum (“DPA”), which incorporates the Standard Contractual Clauses as required.

6. Confidentiality

Each party (“Recipient”) will protect the other party’s confidential information (“Discloser”) with the same care it uses for its own of like importance (but no less than reasonable care) and may use it solely to exercise its rights and perform its obligations under these Terms. Obligations survive 5 years after termination (Customer Data is never disclosed).

7. Intellectual‑Property Rights

Entangl owns all right, title and interest in the SaaS, Documentation and underlying technology. Customer owns its Customer Data. Entangl grants Customer a perpetual, royalty‑free licence to any Deliverables embodying Entangl pre‑existing materials solely as necessary to use the SaaS.

8. Limited Warranties

• Performance Warranty. The SaaS will materially conform to the Documentation and be free of known viruses. If Entangl breaches this warranty and cannot restore conformity within a commercially reasonable time, Customer may terminate the affected subscription and Entangl will refund unused, prepaid fees.
  
  

• Compliance Warranty. Entangl will perform the Services in a professional manner and comply with all applicable laws.
  
  
  

Except as stated, the SaaS is provided “as is,” and Entangl disclaims all other warranties, including merchantability and fitness for a particular purpose.

9. Indemnification

Entangl will defend Customer against third‑party claims that the SaaS infringes a valid U.S. patent, copyright, or trade secret and will pay resulting damages. Entangl may resolve a claim by: (i) modifying the SaaS, (ii) replacing it with functionally equivalent technology, or (iii) terminating the subscription and refunding unused fees. Customer will indemnify Entangl for claims arising from Customer Data or unlawful use of the SaaS.

10. Limitation of Liability

Except for (a) breaches of confidentiality, (b) indemnification obligations, or (c) a party’s gross negligence or wilful misconduct, neither party’s aggregate liability exceeds five (5) times the fees paid or payable by Customer in the twelve months preceding the first claim and neither party is liable for indirect, special, incidental or consequential damages.

11. Term & Termination

Either party may terminate for uncured material breach after 30 days’ written notice, or immediately if the other party becomes insolvent. Upon termination, Customer will cease use of the SaaS, and Entangl will make Customer Data available for secure download for 30 days and then delete it. Entangl will refund any prepaid fees for the unused portion of the Subscription Term.

12. Export Compliance

Entangl represents it is not named on any U.S. government denied‑party list and will not permit access to the SaaS in embargoed countries or by prohibited persons.

13. Modifications to Terms or Services

Entangl may revise these Terms or upgrade the SaaS to improve functionality or comply with applicable law. Material changes will be notified at least 30 days in advance; continued use constitutes acceptance. If a change materially harms Customer and Customer objects in writing before it becomes effective, Customer may terminate the affected subscription and receive a pro-rata refund. Notwithstanding the foregoing, the provisions set forth herein may be superseded or modified by mutual written agreement in a Master Services Agreement ("MSA") or an equivalent agreement executed between Entangl and Customer.

14. Governing Law & Venue

These Terms are governed by the laws of the State of California, U.S.A., without regard to conflict‑of‑laws principles, and the parties submit to the exclusive jurisdiction of the state or federal courts located in San Francisco or Santa Clara County, California.

15. Miscellaneous

Neither party may assign these Terms without the other party’s prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets. Notices must be in writing and addressed to the contacts on the Order Form. If any provision is unenforceable, the remainder remains in effect. Failure to enforce any right is not a waiver.

17. Contact

Questions about these Terms or the SaaS should be directed to: legal@entangl.ai or Entangl, Inc., 2261 Market Street, San Francisco, CA,  94114.