Terms & Conditions

1. Acceptance of Terms

1.1 Binding Agreement

These Terms, along with any Order Forms and referenced exhibits, constitute a binding agreement between you and Soraban, Inc. Your use of the Services signifies your agreement to these Terms.

1.2 Modifications

Soraban reserves the right to amend these Terms at its sole discretion. Amendments will take effect immediately upon posting to our website. Your continued use of the Services after such amendments constitutes acceptance of the updated Terms.

2. Services and Support

2.1 Provision of Services

Soraban agrees to provide the Services as described in your Order Form. Access credentials for the Services will be issued to your designated administrative users, subject to revocation for misuse.

2.2 Technical Support

Support is available as specified in the applicable support exhibit (e.g., email, chat, phone). Response times are outlined in Exhibit A: Support Terms.

3. Restrictions and Customer Responsibilities

3.1 Restrictions

You may not:

• Reverse engineer, decompile, or disassemble any portion of the Services.
• Use the Services to develop competing products or for unlawful purposes.
• Violate intellectual property rights or data privacy regulations in connection with your use of the Services.

3.2 Customer Obligations

You are responsible for:

• Securing all user accounts and devices accessing the Services.
• Complying with applicable export controls, data protection laws, and these Terms.

4. Data Privacy and Security

4.1 Ownership and Usage of Data

You retain ownership of all data uploaded or entered into the Services (“Customer Data”). Soraban will not monetize, sell, or profit from your Customer Data and will only process it to provide the Services or as otherwise permitted under these Terms.

4.2 De-identified Data

Soraban reserves the right to use aggregated, de-identified data for internal improvements, diagnostics, and statistical analysis, provided that such data cannot identify you or your customers.

4.3 Data Protection Measures

Soraban implements industry-standard security protocols to protect Customer Data, adhering to AICPA SOC 2 standards.

4.4 Deletion Requests

You may request deletion of Customer Data by submitting a formal written request. Soraban will delete such data within 30 days unless otherwise required by law.

4.5 AI Data Use Policy

• Customer or user-generated data will not be used to train commercial third-party AI models.
• Internal AI models may use anonymized and fully redacted data exclusively for accuracy improvements.
• Where OpenAI or similar platforms are used, no data will be used for external model training without explicit customer consent.

5. Fees and Payment Terms

5.1 Fees

All fees are outlined in your Order Form. Soraban reserves the right to charge additional fees for usage exceeding agreed-upon limits.

5.2 Payment Terms

Invoices are due within 30 days of issuance. Failure to pay may result in suspension of Services. Disputed invoices must be brought to Soraban’s attention within 60 days.

6. Confidentiality and Proprietary Rights

6.1 Definition

Confidential Information includes any non-public information shared under these Terms, including business processes, pricing, and software architecture.

6.2 Obligations

Both parties agree to protect Confidential Information using reasonable care and only use it for purposes expressly permitted under these Terms.

6.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available without breach of these Terms.
• Is lawfully disclosed by a third party without restrictions.
• Is disclosed under legal compulsion.

7. Term and Termination

7.1 Term

These Terms remain in effect for the duration specified in your Order Form and renew automatically unless terminated by either party.

7.2 Termination

Either party may terminate these Terms for material breach upon 30 days’ notice and an opportunity to cure. Upon termination, Soraban will retain Customer Data for two (2) years unless an earlier deletion is requested.

8. Warranties and Disclaimers

8.1 Limited Warranty

Soraban warrants that the Services will be provided in a professional manner consistent with industry standards.

8.2 Disclaimer

THE SERVICES ARE PROVIDED “AS IS,” AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

9. Limitation of Liability

9.1 Cap on Liability

Soraban’s total liability is limited to the amount of fees paid by you in the twelve (12) months preceding the claim.

9.2 Exclusion of Damages

SORABAN IS NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR DATA.

10. Indemnification

10.1 By Soraban

Soraban will indemnify you against third-party claims of intellectual property infringement arising from your use of the Services, provided you promptly notify Soraban and allow it to control the defense.

10.2 By Customer

You agree to indemnify Soraban against claims resulting from your misuse of the Services or violation of these Terms.

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of laws principles.

11.2 Arbitration

All disputes shall be resolved through binding arbitration under the rules of JAMS in San Francisco, California.

12. Miscellaneous

12.1 Assignment

You may not assign these Terms without Soraban’s prior written consent.

12.2 Entire Agreement

These Terms, along with any applicable Order Forms and policies, constitute the entire agreement between the parties.

12.3 Notices

All notices must be sent in writing to hello@soraban.com or your registered email address.

Exhibit A: Support Terms

• Support Hours: Monday–Friday, 6:00 am to 6:00 pm Pacific Time.
• Response Times: Support requests are addressed within one (1) business day.
• Contact Information: Email: hello@soraban.com; In-app chat.