Services-Specific Terms and Conditions

Effective Date: 02 July 2025

Services-Specific Terms and Conditions

These Services Specific Terms and Conditions ("Terms") apply solely to the extent Client uses the identified Service(s) provided by DataOntology.io ("Company," "we," "us"). Client’s use of the Services is subject to Client’s compliance with these Terms.

1. Artificial Intelligence Services

1.1 AI Solutions Access

Client may be granted access to features empowered by proprietary and/or third-party artificial intelligence technologies, including but not limited to language models, generative AI, decision-making agents, and automation workflows ("AI Services"). These AI Services facilitate the creation and operation of agentic AI tailored for diverse business workflows beyond just customer-facing interactions.

1.2 AI Service Limitations

Client acknowledges AI Services operate using complex algorithms and machine learning that may produce incomplete, inaccurate, or biased results. DataOntology.io does not warrant the accuracy, reliability, or suitability of AI-generated outputs for any specific purpose. Client must independently validate AI outputs before relying on them for business decisions.

1.3 Continuous Improvement

We commit to commercially reasonable efforts to improve AI Services and address identified issues. Client is encouraged to report inaccuracies or concerns to help enhance Service quality.

1.4 Transparency and End User Disclosure

Client shall inform its end users when AI Services are used in interactions, including clear disclaimers about AI limitations where relevant. Client is responsible for obtaining any required consents from end users in compliance with applicable law.

1.5 Compliance and Responsible Use

Client agrees to use AI Services ethically and legally, refraining from harmful, illegal, discriminatory, or offensive purposes. Client is solely responsible for compliance with data protection, intellectual property, and other applicable laws related to their use of AI Services.

2. Data and Integration Services

2.1 Data Submission and Security

Client shall submit data securely for use in AI Services and integrations. Client guarantees data is free from malware or unauthorized access risks and that proper data protection and privacy standards are followed.

2.2 Client Data Responsibility

Client retains ownership and responsibility for all submitted data and for maintaining accuracy and lawfulness of such data. Client shall ensure necessary rights, consents, or licenses for all data used.

2.3 Integration Compliance

Client shall comply with terms of any third-party platforms or APIs integrated via our Services and indemnify DataOntology.io for breaches resulting from Client's failure to comply.

3. Professional and Custom AI Services

3.1 Fees and Charges

Fees for professional services such as custom AI development, consulting, or integration are outlined in individual agreements or statements of work. Charges may include hourly rates, materials, or other expenses.

3.2 Work Conditions

When our personnel work on Client premises or systems, Client shall provide reasonable access and comply with security and operational policies.

3.3 Client Obligations

Client shall appoint an authorized representative to coordinate services and provide timely information necessary for project execution.

4. Intellectual Property and Licensing

4.1 Ownership

Client owns Client Data and outputs derived therefrom. DataOntology.io retains ownership of all proprietary AI technology, models, software, and platform components.

4.2 License Grant

We grant Client a limited, non-exclusive license to use deliverables solely for internal business purposes as agreed.

5. Confidentiality

Both parties agree to maintain confidentiality of proprietary information and data exchanged under these Terms, except as required by law or with prior consent.

6. Warranties and Liability

6.1 Limited Warranty

Services are provided “as is,” without warranties beyond those explicitly stated. AI outputs are not guaranteed error-free or fit for particular use.

6.2 Limitation of Liability

Except where prohibited by law, neither party shall be liable for indirect, incidental, consequential damages, or lost profits. Our total liability is limited to amounts paid by Client for the Services in the prior 12 months.

7. Indemnification

Client agrees to indemnify and hold harmless DataOntology.io against claims arising from Client's misuse of Services, violation of laws, or breach of these Terms.

8. Term and Termination

Either party may terminate upon material breach with 30 days' notice to remedy. Upon termination, licenses end and outstanding fees become due. Confidentiality and IP rights survive termination.

9. Governing Law and Dispute Resolution

These Terms are governed by Romanian law. Disputes are subject to the jurisdiction of courts in Timișoara, Romania.

10. Changes to Terms

We may update these Terms occasionally. Changes will be communicated, and continued use of Services constitutes acceptance.

11. Contact Information

Questions or notices regarding these Terms can be sent to:
Email: sebastian@dataontology.io
Address: DataOntology.io, Timișoara, Romania

Partner Terms and Conditions

Effective Date: 02 July 2025

Partner Terms and Conditions

Version: July 2, 2025

These Partner Terms and Conditions apply to all collaboration models (including referral, resale, and integration partnerships) between DataOntology.io (“DataOntology”, “we”, “us”) and the Partner (“you”). By entering into a Partner Agreement with DataOntology, you agree to these Terms, which include:

• Part A – General Terms (applicable to all partners)
• Part B – Referral Terms (applicable only if you’re designated a Referral Partner)

PART A – GENERAL TERMS

1. Definitions

• Partner: A company or individual formally accepted into the DataOntology Partner Program.
• Services: AI agentic products, automations, APIs, consulting, and custom AI development solutions provided by DataOntology.io.
• Agreement: The specific agreement (e.g. Partner Agreement or Referral Agreement) signed by both parties referencing these Terms.
• End Customer: A client introduced or handled by Partner who engages with DataOntology Services.
• Confidential Information: All non-public information disclosed by either party in the context of this partnership.

2. Scope and Relationship

• 2.1 No Exclusivity: The partnership is non-exclusive unless expressly stated in writing.
• 2.2 No Authority: Partner has no authority to bind DataOntology to any third party or contract.
• 2.3 Independent Contractors: Each party operates as an independent entity; this agreement does not establish a joint venture, franchise, or employment relationship.

3. Partner Responsibilities

• 3.1 Brand Representation: Partner may use DataOntology branding only as provided and may not misrepresent DataOntology’s Services or commitments.
• 3.2 Compliance: Partner shall comply with all applicable laws, including GDPR, AI usage laws, and intellectual property regulations.
• 3.3 Support Obligations: Unless otherwise agreed, DataOntology handles onboarding, configuration, and support for the End Customer. Partner may assist, but must not make technical promises on DataOntology’s behalf without approval.

4. Confidentiality and Data

• 4.1 Mutual Confidentiality: Both parties agree to keep business, technical, and pricing information confidential unless required by law or mutually agreed.
• 4.2 Data Processing: Where personal data is shared, each party acts as an independent data controller unless a data processing agreement is separately signed.

5. Intellectual Property

• 5.1 Ownership: DataOntology retains all rights to its products, documentation, codebases, models, and associated IP. Partner may not modify or create derivative works unless permitted.
• 5.2 Trademark Usage: Partners may use logos or brand references with written permission and in compliance with our brand guidelines.

6. Payments and Commissions

• 6.1 Partner Fees or Commissions: If any commissions or payments are due to Partner, they are defined in a separate schedule (e.g., Annex or referral terms).
• 6.2 Taxes: Partner is responsible for reporting and paying any taxes arising from commissions or fees received.

7. Termination

• 7.1 Termination by Either Party: Either party may terminate this Agreement with 30 days’ notice.
• 7.2 Immediate Termination: Either party may terminate immediately for material breach, insolvency, or violation of law.
• 7.3 Effect of Termination: Upon termination, any use of the DataOntology brand must stop immediately, and pending payments (e.g. commissions) will be handled as outlined in the Agreement.

8. Limitation of Liability

In no event shall either party be liable for indirect or consequential damages. Direct liability is limited to the amount paid or payable in the previous 12 months.

9. Governing Law

This Agreement is governed by Romanian law. Disputes shall be settled by courts in Timișoara, Romania.

PART B – REFERRAL PARTNER TERMS (If Applicable)

1. Definitions (Referral Context)

• Referral Partner: A Partner formally accepted into the Referral Program by signing a Referral Partner Agreement.
• Introduced Customer: A customer referred by the Partner who has no prior or active business relationship with DataOntology.io.
• Customer Agreement: The legal agreement between DataOntology and an Introduced Customer.
• Commission: The fee payable to the Partner for a successful referral.
• Commissionable Revenue: The net subscription or project revenue paid by the Introduced Customer to DataOntology, excluding taxes, refunds, and credits.

2. Commissions

• 2.1 Commission Rate and Term: DataOntology shall pay a recurring or one-time Commission as defined in the Agreement or accompanying Annex, calculated on Commissionable Revenue.
• 2.2 Payment Schedule: Commissions are paid quarterly. A self-billing invoice will be generated and sent to the Partner, with payment due within 30 days.
• 2.3 Limits and Exclusions: Commissions apply only while the Introduced Customer remains active, and only on payments actually received. Refunds or unpaid invoices are not commissionable.
• 2.4 Overpayment: If a Commission is paid in advance and the Introduced Customer defaults or cancels, DataOntology reserves the right to offset the amount from future payments.
• 2.5 Changes to Pricing: If DataOntology changes its pricing model, it will notify the Partner. Commissions are based on the actual invoiced amounts post-change.
• 2.6 Termination Impact: Commission rights continue post-termination, unless the Agreement was terminated due to Partner’s breach, misconduct, or fraud.

3. Referral Process

• 3.1 Referral Submission: Referrals must be submitted through the agreed platform or via written confirmation to DataOntology. Each referral is subject to qualification and approval.
• 3.2 Acceptance Criteria: DataOntology reserves the right to reject referrals if the customer is already known, in discussions, or an active or former client.
• 3.3 Sales and Onboarding: DataOntology is responsible for engaging with the Introduced Customer, negotiating the terms, and providing the Services.