Terms of Service

Introduction

Welcome to our AI-powered consulting solutions platform. This comprehensive Terms of Service agreement ("Agreement" or "Terms") governs your access to and use of our agentic artificial intelligence services, software, and platform (collectively, the "Services"). By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1. Definitions

In these Terms, the following definitions apply:

• "Company" refers to Janus (us, we, our).
• "Customer" refers to the individual or entity that has entered into this Agreement with the Company (you, your).
• "Authorized Users" refers to individuals who are permitted by the Customer to access and use the Services, such as employees, contractors, or agents of the Customer.
• "AI" refers to artificial intelligence technology utilized in our Services.
• "Content" refers to any data, information, materials, text, images, or other content submitted to or processed by our Services.
• "Generated Content" refers to any outputs, including but not limited to text, presentations, documents, templates, or analyses created by our AI systems in response to Customer inputs.
• "Documentation" refers to any user manuals, online help, and other materials provided by the Company to assist in using the Services.
• "Subscription" refers to the purchased right to access and use the Services according to the terms specified in this Agreement.

2. Service Description

2.1 Services Overview

We provide AI-powered solutions designed specifically for consulting professionals, including but not limited to:

• a) Document retrieval and processing from presentation slides
• b) Template and deck flow generation for responding to RFQs
• c) Automated deck building and updating
• d) Market analysis tools
• e) Project tracking capabilities
• f) Automated expert identification and outreach tools
• g) Other consulting support features as described in the Documentation

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will endeavor to provide reasonable notice of significant changes when possible.

3. Account Registration and Eligibility

3.1 Registration Requirements

To access and use our Services, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.2 Eligibility

Our Services are available only to individuals who are at least 18 years old and to business entities legally formed and operating in compliance with applicable laws. By using our Services, you represent and warrant that you meet these eligibility requirements.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

4. Subscription and Payment Terms

4.1 Subscription Models

We offer various subscription tiers with different features, capabilities, and pricing. The specific details of available subscription plans are provided on our website or through direct communication with our sales team.

4.2 Payment and Billing

• a) You agree to pay all fees associated with your selected subscription plan.
• b) Payments are due in advance according to the billing cycle you select (monthly, annually, or as otherwise specified).
• c) All payment obligations are non-cancelable, and fees paid are non-refundable, except as expressly provided in these Terms.
• d) We reserve the right to modify our fees upon notice, which will take effect at the start of your next billing cycle.

4.3 Free Trial

If offered, any free trial period will be specified at sign-up. Upon expiration of the free trial, your account will automatically convert to a paid subscription unless canceled before the trial period ends.

4.4 Taxes

All fees are exclusive of taxes, which will be charged as applicable. You are responsible for paying all taxes associated with your subscription, excluding taxes based on our net income.

5. License and Usage Rights

5.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services and Documentation solely for your internal business purposes.

5.2 Usage Restrictions

You shall not:

• a) License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Services
• b) Modify, create derivative works, decompile, reverse engineer, or attempt to extract the source code of our software
• c) Use the Services to build competitive products or services
• d) Use the Services in any way that violates applicable laws or regulations
• e) Exceed usage limitations specified in your subscription plan
• f) Use the Services to store or transmit malicious code or other harmful data
• g) Interfere with or disrupt the integrity or performance of the Services

5.3 Authorized Users

You may permit Authorized Users to access and use the Services, provided that you ensure their compliance with these Terms. You are responsible for all actions and omissions of your Authorized Users.

6. AI-Generated Content

6.1 Ownership of Generated Content

• a) You retain ownership of all Generated Content created specifically for you through your use of the Services, subject to our underlying intellectual property rights in the AI technology and systems.
• b) You grant us a non-exclusive, worldwide, royalty-free license to use, store, and process your Generated Content solely as necessary to provide and maintain the Services.

6.2 AI Content Disclaimer

• a) While our AI systems are designed to provide high-quality outputs, you acknowledge that Generated Content may not always be accurate, complete, or suitable for your specific needs.
• b) You are responsible for reviewing and verifying all Generated Content before use.
• c) We do not guarantee that Generated Content will be free from errors or meet your specific requirements.

7. Acceptable Use Policy

7.1 General Conduct

You agree to use the Services in compliance with all applicable laws and regulations and in accordance with these Terms. You shall not use the Services in any manner that could damage, disable, overburden, or impair the Services.

7.2 Prohibited Content

You shall not upload, transmit, or otherwise submit to the Services any Content that:

• a) Infringes or violates the intellectual property or other rights of any third party
• b) Contains viruses, malware, or other harmful code
• c) Is illegal, defamatory, obscene, offensive, or otherwise objectionable
• d) Violates the privacy or other rights of any third party
• e) Contains material that promotes discrimination, hatred, or violence

7.3 Usage Monitoring

We reserve the right to monitor your usage of the Services to ensure compliance with these Terms and to maintain the security and performance of our Services.

8. Data Ownership and Privacy

8.1 Customer Data Ownership

You retain all rights, title, and interest in and to your data submitted to the Services. You grant us a non-exclusive license to use, copy, transmit, store, and back up your data for the purposes of providing the Services and as otherwise permitted by our Privacy Policy.

8.2 Data Security

We implement and maintain reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of your data. However, no method of transmission or storage is 100% secure, and we cannot guarantee absolute security.

8.3 Privacy Policy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

8.4 AI Training Data

• a) Unless you opt out (where such option is available), we may use anonymized and aggregated data derived from your use of the Services to improve our AI systems.
• b) We will not use your confidential data to train our AI models without your explicit consent.

9. Service Level Commitments

9.1 Uptime Guarantee

We aim to provide 99.9% uptime of the Services, excluding scheduled maintenance windows. Specific details regarding service levels, including definitions of downtime and service credits (if applicable), are available in our Service Level Agreement.

9.2 Support Services

We provide technical support services according to your subscription tier. Support hours, response times, and channels are specified in our Support Services Policy accessible through our website.

9.3 Maintenance

We perform routine maintenance to ensure optimal performance of the Services. When possible, we will provide advance notice of scheduled maintenance that may impact service availability.

10. Intellectual Property Rights

10.1 Company IP Rights

The Services, including all intellectual property rights in and to the software, user interface designs, architecture, and documentation, are and remain the exclusive property of the Company and its licensors. No rights are granted to you other than as expressly set forth in these Terms.

10.2 Feedback

If you provide suggestions, enhancement requests, recommendations, or other feedback concerning the Services ("Feedback"), you grant us a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate such Feedback into our products and services.

10.3 Customer IP Rights

You represent and warrant that you own or have proper licenses to all Content you submit to the Services and that such Content does not infringe the rights of any third party.

11. Confidentiality

11.1 Confidential Information

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

11.2 Protection Obligations

Each party agrees to: (a) protect the confidentiality of the other party's Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (b) not use or disclose the other party's Confidential Information except to perform its obligations or exercise its rights under these Terms.

11.3 Exclusions

The confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to its disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction on use or disclosure.

12. Limitation of Liability

12.1 Disclaimer of Warranties

Except as expressly provided in these Terms, the Services are provided "as is" and "as available," without warranty of any kind. We expressly disclaim all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

12.2 Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, arising out of or in connection with these Terms or your use of the Services, even if we have been advised of the possibility of such damages.

12.3 Cap on Liability

Our total liability arising out of or related to these Terms shall not exceed the amount paid by you for the Services during the twelve (12) month period prior to the event giving rise to the liability.

13. Indemnification

13.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to: (a) your use of the Services; (b) your Content; (c) your violation of these Terms; or (d) your violation of any rights of a third party.

13.2 Company Indemnification

We will defend you against any claim by a third party alleging that the Services, when used as authorized under these Terms, infringe a third party's intellectual property rights. This obligation does not apply to claims arising from: (a) your Content; (b) modifications to the Services not made by us; (c) combination of the Services with products or services not provided by us; or (d) your continued use of the Services after we have notified you to discontinue such use.

14. Term and Termination

14.1 Term

This Agreement commences on the date you first accept these Terms and continues until terminated as provided herein.

14.2 Termination for Convenience

You may terminate your subscription at any time by providing notice according to the procedures specified on our website. Termination will be effective at the end of your current billing cycle, and no refunds will be issued for any prepaid fees.

14.3 Termination for Cause

Either party may terminate this Agreement for cause upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period.

14.4 Effect of Termination

Upon termination of this Agreement: (a) all license rights granted to you will immediately cease; (b) you must cease all use of the Services; and (c) any fees owed to us will become immediately due and payable.

14.5 Data Retention and Deletion

After termination, we will retain your data for a period of thirty (30) days, during which you may request a copy. After this period, we reserve the right to delete all your data from our systems.

15. Governing Law and Dispute Resolution

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of California, without regard to its conflict of law principles.

15.2 Dispute Resolution

Any dispute arising out of or relating to this Agreement shall first be addressed through good faith negotiations. If the dispute cannot be resolved through negotiation, it shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction.

15.3 Class Action Waiver

You agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.

16. Miscellaneous Provisions

16.1 Entire Agreement

These Terms constitute the entire agreement between you and the Company regarding your use of the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter.

16.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

16.3 Assignment

You may not assign or transfer these Terms or your rights and obligations hereunder without our prior written consent. We may assign or transfer these Terms without restriction.

16.4 Force Majeure

Neither party shall be liable for any delay or failure to perform under these Terms resulting from acts beyond the control of such party, including acts of God, acts of war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, or network or power outages.

16.5 Notices

All notices under these Terms shall be in writing and delivered by email to the address you provide during registration or to such other address as either party may designate in writing.

16.6 No Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

16.7 Relationship of Parties

The relationship between you and the Company is that of independent contractors. Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise between you and the Company.

17. Contact Information

If you have any questions about these Terms or our Services, please contact us at: