Business Terms

Scope

These Business Terms supplement the public Terms of Use for organizational customers and govern the commercial use of Surgifai by a customer entity, its authorized users, and its contractors acting on its behalf.

Customer organization and authorized users

• The customer is responsible for all use of the service by its authorized users and for ensuring that authorized users comply with these Business Terms and the Terms of Use.
• The customer will maintain current authority over its workspaces, user rosters, permissions, and client integrations.
• Customer administrators may add, suspend, or remove authorized users and may control access to customer data and workspaces.

Customer data

• As between the parties, the customer retains all right, title, and interest in customer data submitted to the service.
• The customer grants Surgifai a limited right to host, copy, process, store, transmit, transform, and display customer data only as necessary to provide, secure, support, maintain, and improve the service, prevent abuse, comply with law, and enforce applicable agreements.
• The customer is responsible for obtaining all rights, consents, and permissions needed to provide customer data to Surgifai and to direct Surgifai to process that data.

Use restrictions

The customer will not, and will not permit authorized users or third parties to, use the service to:

• Violate law, regulation, court order, or third-party rights.
• Benchmark or monitor public systems in a way that causes abuse, degradation, or prohibited scraping.
• Build a competing product, model, training corpus, or derivative public-record index from the service.
• Resell, sublicense, rent, lease, or provide outsourced service-bureau access unless expressly authorized in writing.
• Interfere with security features, rate limits, audit controls, or workspace isolation.

Professional review and customer responsibility

• The customer acknowledges that Surgifai is an assistive research tool and that outputs require human review before field, design, title, legal, permitting, or client-facing use.
• The customer is solely responsible for decisions made, work performed, submissions filed, and advice given based on the service or its output.
• The customer is responsible for confirming whether source material is current, complete, and suitable for its intended use.

Confidentiality

Each party may receive non-public information from the other that is identified as confidential or that reasonably should be understood to be confidential. The receiving party will use the other party's confidential information only to perform or receive the services and will protect it using reasonable care. These obligations do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed without use of the other party's confidential information, or is lawfully received from a third party without restriction.

Security and incident handling

Surgifai will maintain commercially reasonable administrative, technical, and organizational measures designed to protect customer data against unauthorized access, disclosure, loss, and misuse. If Surgifai becomes aware of a confirmed security incident affecting customer data, Surgifai will notify the customer without undue delay and provide reasonably available information about the incident and remediation efforts.

Data processing and privacy

Where Surgifai processes personal data on behalf of a customer, the parties may enter into a separate data processing addendum. Surgifai's public privacy practices are described in the Privacy Notice, but customer-controller or processor terms may be addressed separately for enterprise accounts.

Fees, invoicing, and non-payment

• Customer will pay all fees described in the applicable order form or invoice.
• Unless otherwise stated in writing, invoiced amounts are due within thirty days of the invoice date.
• Late amounts may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law. Surgifai may suspend access for overdue undisputed amounts after reasonable notice.
• Fees are exclusive of taxes. Customer is responsible for applicable sales, use, value added, withholding, and similar taxes, excluding taxes on Surgifai's net income.

Term and termination

• The term begins on the effective date in the applicable order form or first business use of the service.
• Either party may terminate for material breach if the breach is not cured within thirty days after written notice.
• Either party may terminate if the other becomes insolvent, ceases operations, or enters bankruptcy proceedings, to the extent permitted by law.
• On termination or expiration, customer access will end, except to the extent the parties agree to a transition or export period in writing.

Beta and pilot services

Features designated as pilot, beta, preview, evaluation, or similar may be offered without warranty, may change materially, and may be discontinued at any time. Unless otherwise agreed in writing, beta and pilot services are provided solely for evaluation and internal business use.

Warranty disclaimer

EXCEPT AS EXPRESSLY STATED IN A SIGNED AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND SURGIFAI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE BUSINESS TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SURGIFAI UNDER THE APPLICABLE ORDER FORM IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Indemnities

Customer will defend, indemnify, and hold harmless Surgifai from third-party claims arising out of customer data, customer misuse of the service, or customer's violation of law or these Business Terms. Any IP infringement, service-specific indemnity, or carveout structure may be addressed in a separate signed agreement.

Governing law

Unless otherwise stated in a signed agreement, these Business Terms are governed by the laws of the State of California, without regard to conflict of laws rules, and disputes will be brought in the state or federal courts located in Los Angeles County, California.

Contact

Questions about these Business Terms may be sent to legal@surgifai.com.