Draft. This document has not yet been reviewed by counsel and is not in force. It is published here for review only. Bracketed tokens mark facts that still have to be filled in.

Terms of Service

Effective date: [[EFFECTIVE_DATE]]

0. Read this first

These Terms of Service (the "Terms") are a contract between Seros, LLC ("Seros", "we", "us") and the business that subscribes to the Service ("Customer", "you"). By signing an Order Form, clicking to accept, or using the Service, you agree to them. If you are accepting on behalf of a company, you confirm you have authority to bind it.

If we have signed a separate written agreement with you, that agreement governs and these Terms fill the gaps.

Assumptions this document is built on

These are assumptions, not verified facts. Correct any that are wrong before publishing.

1. Seros, LLC will be a limited liability company formed in Georgia. The entity is not yet confirmed as formed. Nothing here should be read as a statement that it exists.
2. The product is a business-to-business subscription service: a web application and API that connects to a customer's own tools (chat, ticketing, documents, calendar) and uses AI models to draft, route, assign and track tasks.
3. Pricing is per seat, monthly or annual, with a free trial, sold both self-serve and through sales conversations.
4. The service is multi-tenant, hosted in the United States, and uses third-party large language model providers as subprocessors.
5. Customer content is processed to provide the service and is not used to train third-party models by default.
6. Customers are businesses. The service is not offered to consumers or to children. Business contact details are still personal data under GDPR, UK GDPR and CCPA/CPRA.

1. Definitions

• Service — the Seros web application, API, documentation, integrations and any related support we make available at https://seros.dev.
• Order Form — an ordering document or online checkout that identifies the plan, seat count, term and fees.
• Subscription Term — the period stated in the Order Form, including renewals.
• Authorised User — an individual you permit to use the Service under your account, including your employees, contractors and agents.
• Customer Data — all data, text, files, messages, documents, tickets, calendar entries and other content that you or your Authorised Users submit to the Service, or that the Service ingests from a system you connect.
• Output — text, task descriptions, assignments, routings, summaries and other material generated by AI models in response to Customer Data or prompts.
• Documentation — the usage guides and technical documentation we publish.
• AUP — the Acceptable Use Policy, incorporated into these Terms by reference.
• DPA — the Data Processing Addendum, incorporated by reference where personal data is processed.

2. Account and eligibility

2.1 You must be a business or other organisation, and each Authorised User must be at least 18 years old. The Service is not offered to consumers.

2.2 You are responsible for the accuracy of your account details, for the security of credentials and API keys, for the acts and omissions of your Authorised Users, and for configuring permissions inside your workspace. Tell us at hello@seros.dev as soon as you suspect unauthorised access.

2.3 Seats are per named individual. A seat may be reassigned when someone leaves; seats may not be shared concurrently.

2.4 You are responsible for obtaining any consents, notices or authorisations your own staff, clients or applicable law require before you connect a system or submit Customer Data to the Service.

3. Subscriptions, trials and renewal

3.1 Trials. We may offer a free or discounted trial. Trials are provided as-is, with no warranties, no service commitment and no support obligation, and we may change or end a trial at any time. Unless you subscribe before the trial ends, your workspace and its data may be deleted after 30 days.

3.2 Term. The Subscription Term begins on the start date in the Order Form and runs for the period stated there.

3.3 Automatic renewal. Unless the Order Form says otherwise, the subscription renews automatically for successive periods equal to the previous term, at the then-current list price, unless either party gives notice of non-renewal at least 30 days before the end of the current term. Monthly plans may be cancelled with effect from the end of the current monthly period. We will give at least 60 days' notice before a renewal at an increased price.

3.4 Adding seats. Seats added mid-term are charged pro rata for the remainder of the term and renew with the rest of the subscription. Seats cannot be reduced mid-term unless the Order Form says otherwise.

3.5 Billing detail, including refunds and cancellation mechanics, is in the Refund and Billing Policy.

4. Fees, taxes and late payment

4.1 Fees are as stated in the Order Form, in US dollars (USD), and are payable in advance.

4.2 Except where the Refund and Billing Policy or applicable law says otherwise, fees are non-refundable and payments are not cancellable once made.

4.3 Fees exclude sales, use, VAT, GST and similar taxes. You are responsible for those, other than taxes on our net income. Whether the Service is subject to sales tax in a given jurisdiction is a question for our advisers and yours; see [[VERIFY_WITH_CPA]] in the formation checklist. If you are exempt, give us a valid exemption certificate.

4.4 Undisputed invoices are due within 30 days of the invoice date. Late amounts may accrue interest at the lower of 1.0% per month, or the maximum the law allows, whichever is lower per month or the maximum rate permitted by law, plus reasonable costs of collection. We may suspend the Service for non-payment after giving at least 7 days' written notice and a chance to cure.

4.5 If you dispute an invoice in good faith, tell us in writing before the due date with the reason. We will not suspend for the disputed portion while we work it out, and you must pay the undisputed portion on time.

5. Acceptable use

You and your Authorised Users must comply with the AUP. We may suspend access under Section 14 if use of the Service threatens the security, integrity or availability of the Service, or breaches the AUP.

6. Customer Data

6.1 Ownership. As between the parties, you own all right, title and interest in Customer Data. We claim no ownership of it.

6.2 Licence to us. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process and create derived representations of Customer Data solely to provide, secure, support and maintain the Service for you, and to comply with law. The licence ends when the data is deleted under Section 15.

6.3 What we will not do. We will not use Customer Data to train our own general-purpose models, and we will not permit our AI model providers to train on it. We may generate and use aggregated, de-identified statistics that cannot reasonably be used to identify you, your Authorised Users or any individual, for capacity planning, reliability work and product decisions.

6.4 Your responsibility. You represent that you have the rights and the lawful basis to submit Customer Data and to have it processed as described here and in the DPA.

6.5 Personal data. Where Customer Data includes personal data, the DPA applies and we process it as your processor on your documented instructions.

7. AI output — read this section carefully

7.1 No guarantee of accuracy. The Service uses probabilistic AI models. Output can be incomplete, out of date, biased, or plainly wrong, and can appear confident while being wrong. We do not warrant that Output is accurate, complete, current, non-infringing or fit for any purpose.

7.2 Human review is required. You must have a competent person review Output before relying on it, acting on it, sending it to a third party, or letting it drive a decision that matters. You must not use the Service to make decisions that produce legal or similarly significant effects about a person without meaningful human review.

7.3 Not professional advice. Output is not legal, tax, accounting, medical, financial, employment, safety or other professional advice, and using the Service does not create a professional relationship of any kind.

7.4 Similar output for others. Generative models can produce similar or identical Output for different customers from similar inputs. We make no claim that Output is unique to you.

7.5 Ownership of Output. As between the parties, and to the extent Output is capable of ownership, we assign to you our rights in Output generated for you, subject to your payment of fees and to Section 7.4. We may need to reproduce similar material for other customers, and nothing in this section limits that. Output may not be protectable by copyright in every jurisdiction; we make no representation about protectability.

7.6 No training of competing models. You may not use the Service, Output, or any material derived from either, to develop, train, fine-tune, evaluate against, or improve a machine learning model or service that competes with the Service, and you may not permit a third party to do so. Systematic extraction of Output for that purpose is a material breach.

7.7 Provider terms. Our AI model providers impose their own use restrictions. You must not use the Service in a way that would breach the published usage policies of the providers listed in SUBPROCESSORS.md, and we may pass through changes those providers require.

8. Third-party services

8.1 The Service connects to third-party systems you choose, such as chat, ticketing, document and calendar tools. Those systems are controlled by their providers, not by us. Your use of them is governed by your agreement with them.

8.2 When you authorise a connection, you instruct us to access, retrieve and write data in that system within the scope of the authorisation you grant. You are responsible for whether you are permitted to do that.

8.3 We are not responsible for a third-party service's availability, security, accuracy, or changes to its API. If a third party changes or withdraws access, we may need to change or discontinue the corresponding feature, and that alone is not a breach of these Terms.

9. Intellectual property

9.1 We and our licensors own the Service, the software, the models we build, the Documentation, and all improvements to them. Except for the limited right to use the Service during the Subscription Term, no rights are granted to you.

9.2 You must not copy, modify, translate, reverse engineer, decompile or disassemble the Service, except to the extent that restriction is unenforceable under applicable law; must not resell, sublicense, timeshare or provide the Service as a service bureau unless an Order Form permits it; must not remove proprietary notices; and must not use the Service to build a competing product.

9.3 Trademarks. Neither party may use the other's name or marks publicly without prior written consent, except that we may identify you as a customer in a list of customers if the Order Form permits it. [[LOGO_RIGHTS_DECISION]] — decide whether to ask for logo rights by default or by opt-in.

10. Feedback

If you give us suggestions, feature requests, bug reports or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation. We will not identify you as the source publicly without your consent. You are not obliged to give feedback.

11. Confidentiality

11.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, our non-public product, pricing and security information, and the terms of any Order Form.

11.2 The receiving party will use the other's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisers who need it and are bound by comparable duties.

11.3 The duty does not apply to information that is or becomes public without breach, was already known without duty, is independently developed without use of the other's information, or is lawfully received from a third party.

11.4 If a law or court compels disclosure, the receiving party will give prompt notice where legally permitted and disclose only what is required.

11.5 Obligations last for 3 years after disclosure, and indefinitely for trade secrets years after disclosure, and for as long as the information remains a trade secret in the case of trade secrets, and for as long as we hold it in the case of Customer Data.

12. Warranties and disclaimers

12.1 Each party warrants that it has the authority to enter into these Terms.

12.2 We warrant that during the Subscription Term the Service will perform materially in accordance with the Documentation, and that we will not materially reduce the security protections described in SECURITY.md during a paid term. Your exclusive remedy for breach of this warranty is for us to use commercially reasonable efforts to correct the problem and, if we cannot within 30 days of your written notice, for you to terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees.

12.3 Disclaimer. Except as expressly stated in Section 12.2, and to the maximum extent permitted by law, the Service, Output and all related materials are provided "as is" and "as available". We disclaim all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted or error free, that defects will be corrected, or that Output will be accurate or suitable. Uptime commitments, if any, exist only in a service level agreement signed by both parties: [[SLA_DECISION]].

12.4 Trials, beta features and anything labelled preview or experimental are provided with no warranty of any kind and may be changed or withdrawn without notice.

13. Indemnities and liability

13.1 Our indemnity. We will defend you against a third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party's US patent, copyright, trademark or trade secret rights, and will pay damages finally awarded or amounts we agree in settlement. This does not apply to claims arising from Customer Data, from Output, from your combination of the Service with anything we did not supply, from modifications not made by us, or from use after we told you to stop. If the Service becomes, or we believe it may become, the subject of such a claim, we may procure the right to continue, modify the Service, or terminate the affected subscription and refund prepaid, unused fees. This section states our entire liability for infringement claims.

13.2 Your indemnity. You will defend us against third-party claims arising from Customer Data, from your or your Authorised Users' breach of the AUP or of Section 7, from your use of Output including any decision you make on the basis of Output, or from a connected third-party system you were not entitled to connect, and will pay damages finally awarded or amounts you agree in settlement.

13.3 Process. The indemnified party must give prompt written notice, allow the indemnifying party sole control of the defence, and provide reasonable cooperation at the indemnifying party's expense. No settlement that admits liability or imposes a non-monetary obligation on the indemnified party may be made without its consent.

13.4 Exclusion of indirect damages. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost goodwill, or loss or corruption of data that could have been avoided by the other party's use of available backup and export features, even if advised of the possibility.

13.5 Cap. To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms is limited to the fees paid or payable by you to us under the applicable Order Form in the twelve months immediately before the event giving rise to the liability. For a free trial, the cap is no free tier at launch (for example, one hundred US dollars).

13.6 Carve-outs. The cap in 13.5 and the exclusion in 13.4 do not apply to: (a) your payment obligations; (b) either party's indemnification obligations under 13.1 or 13.2; (c) your breach of Section 7.6 or Section 9.2; (d) either party's breach of confidentiality obligations other than a breach involving Customer Data handled under the DPA, which is subject to [[DPA_LIABILITY_DECISION]]; (e) fraud, wilful misconduct or gross negligence; and (f) any liability that cannot be limited by law.

13.7 The limitations reflect the allocation of risk that the fees are based on, and survive any failure of essential purpose of a limited remedy.

14. Suspension

14.1 We may suspend all or part of the Service, with as much notice as the circumstances allow, if: you are in material breach of the AUP; your use presents a security risk to the Service or to others; we are required by law; or fees remain unpaid after the notice period in Section 4.4.

14.2 Suspension will be limited in scope and duration to what is reasonably necessary. We will restore access promptly once the cause is resolved. Suspension for your breach does not relieve you of the obligation to pay fees for the suspended period.

15. Term, termination and what happens to your data

15.1 These Terms run for as long as any subscription is in effect.

15.2 Either party may terminate for material breach if the breach is not cured within 30 days of written notice. Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

15.3 We may discontinue the Service entirely on at least 90 days' notice, with a pro-rata refund of prepaid, unused fees.

15.4 On termination your right to use the Service ends. You may export Customer Data through the Service's export features for 30 days after termination. If you cannot use self-service export, ask us at hello@seros.dev within that window and we will assist; assistance beyond routine export may be billed at $150 per hour.

15.5 After the export window we will delete or irreversibly anonymise Customer Data within 30 days, subject to backup cycles described in the Privacy Policy and to any legal retention obligation. We will confirm deletion in writing on request.

15.6 Sections that by their nature should survive do survive, including 4 (accrued fees), 6.1, 7, 9, 10, 11, 12.3, 13, 15.4-15.6, 16 and 17.

16. Governing law, venue and dispute resolution

16.1 Governing law. These Terms are governed by the laws of the State of Georgia, without regard to its conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

16.2 Informal resolution first. Before starting a formal proceeding, the parties will try in good faith to resolve the dispute by sending a written description to the other party's notice address and conferring for 30 days.

16.3 DECISION REQUIRED — arbitration. Two options are drafted below. Pick one with counsel and delete the other. Do not publish both.

Option A — courts. Any dispute will be brought exclusively in the state or federal courts located in Murray County, Georgia County, Georgia, and each party consents to personal jurisdiction and venue there. Each party waives any right to a jury trial.

Option B — binding arbitration with class-action waiver. Any dispute that is not resolved informally will be settled by binding arbitration administered by [[ARBITRATION_BODY]] under its commercial rules, before one arbitrator, seated in Murray County, Georgia County, Georgia, in English. Judgment on the award may be entered in any court of competent jurisdiction. Each party may bring claims only in its individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding, and the arbitrator may not consolidate claims or preside over a class proceeding. If this waiver is held unenforceable as to a particular claim, that claim proceeds in court under Option A and the rest of this section remains in force. Either party may seek injunctive relief in court to protect intellectual property or confidential information. Either party may bring an individual claim in small claims court if it qualifies. Allocation of arbitration fees: [[ARBITRATION_FEE_ALLOCATION]].

Notes for counsel: arbitration clauses in business-to-business agreements are generally enforceable in the United States, but the drafting details — the administering body, fee allocation, seat, carve-outs, and how a class waiver interacts with any consumer-facing sales — need review. Arbitration can be slower and more expensive than court for small claims and it removes appeal rights. Do not adopt Option B by default.

16.4 Nothing in this section limits either party's right to seek interim or injunctive relief from a court of competent jurisdiction.

17. General

17.1 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labour disturbance, epidemic, government action, internet or utility failure, and failures of a third-party provider or infrastructure operator. This does not excuse payment obligations for the Service actually provided. If a force majeure event continues for more than 30 days, either party may terminate the affected subscription and we will refund prepaid, unused fees.

17.2 Assignment. Neither party may assign these Terms without the other's written consent, except that either party may assign to a successor in connection with a merger, reorganisation, or sale of all or substantially all assets, on written notice. Any other attempted assignment is void.

17.3 Notices. Legal notices to us go to legal@seros.dev and to [[ENTITY_ADDRESS]]. Notices to you go to the administrative contact on your account and, where you have given one, your notice address on the Order Form. Notice is effective on receipt for email during business hours, otherwise the next business day; and on delivery for courier. Operational notices may be given in the Service.

17.4 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

17.5 No third-party beneficiaries, except that our affiliates and our AI model providers may enforce Sections 7.6, 9.2 and 13.4-13.6 to the extent those sections protect them.

17.6 Severability and waiver. If a provision is unenforceable it will be modified to the minimum extent necessary or severed, and the rest remains in force. A failure to enforce is not a waiver.

17.7 Export and sanctions. You represent that you and your Authorised Users are not located in, and will not use the Service in, a country or by a person subject to US sanctions or export restrictions, and that you will comply with applicable export control laws.

17.8 US government users. If you are a US government entity, the Service is commercial computer software and commercial computer software documentation, and the government's rights are those set out in these Terms.

17.9 Entire agreement. These Terms, the AUP, the DPA, the Privacy Policy, the Refund and Billing Policy, and any Order Form form the entire agreement and supersede all prior proposals and understandings on the subject. Terms on a purchase order or vendor portal do not apply, even if we sign or acknowledge them. In a conflict, the order of precedence is: a signed Order Form, then a signed master services agreement, then the DPA, then these Terms, then the other policies.

17.10 Changes to these Terms. We may change these Terms. For a material change we will give notice by email to account administrators or in the Service at least 30 days before it takes effect, and the change applies from your next renewal for existing paid subscriptions unless the change is required by law or is needed for security or legal compliance. Continuing to use the Service after the effective date means you accept the change. If you object to a material change, you may terminate before it takes effect and receive a pro-rata refund of prepaid, unused fees.

What I need from you

1. Which dispute path — Option A (courts) or Option B (arbitration and class waiver).
2. Numbers for every bracketed period: notice, cure, payment, export, deletion.
3. Whether an SLA with uptime credits will be offered, and to whom.
4. Whether logo rights are default or opt-in.
5. Whether the liability cap for data-protection breaches should be higher than 12 months of fees ([[DPA_LIABILITY_DECISION]]) — enterprise buyers will push on this.
6. The currency, payment terms, and late interest rate.