Terms of Service

1. Definitions

"Platform" means the Assay software-as-a-service applications, including the Truth Graph, Orchestration Engine, and all associated APIs, documentation, and infrastructure.

"Truth Graph" means the proprietary hierarchical data structure and confidence-scoring logic developed by Assay to verify commercial claims.

"Customer Data" means all electronic data or information submitted by or on behalf of the Customer to the Platform for processing.

"Users" means individuals who are authorized by Customer to use the Services, for whom subscriptions to a Service have been purchased.

2. Use of Services

2.1 Provision of Services

Assay will make the Platform available to Customer pursuant to these Terms and the relevant Order Form. Assay will maintain enterprise-grade availability, targeting a uptime of 99.9%, excluding scheduled maintenance.

2.2 Usage Limits

Services are subject to usage limits, including the volume of verified claims and truth versions. If Customer exceeds a contractual usage limit, Assay may work with Customer to reduce usage or execute an Order Form for additional capacity.

2.3 Customer Responsibilities

Customer is responsible for (i) Users' compliance with this Agreement; (ii) the accuracy, quality, and legality of Customer Data; and (iii) using the Services only in accordance with applicable laws.

2.4 No Guarantee of Absolute Truth (Disclaimer of Reliance)

Assay provides a mathematical and technical infrastructure for the tracking, grading, and orchestration of commercial truth claims via the Truth Graph. Assay does not act as an absolute arbiter of real-world factual accuracy. The Platform identifies inconsistencies and enforces structural integrity based on the data and source documents provided by the Customer. Customer agrees that Assay shall not be held legally or financially liable for any business decisions, terminated contracts, lost sales, or reputational damage resulting from reliance on claims marked as "verified" within the Platform that are subsequently found to be factually incorrect in the real world.

3. Intellectual Property Rights

3.1 Reservation of Rights

Assay and its licensors reserve all intellectual property rights in the Platform, including all improvements, modifications, and derivative works. No rights are granted to Customer hereunder other than as expressly set forth herein.

3.2 Customer Data License

Customer grants Assay a limited, worldwide, non-exclusive license to host, copy, transmit, and display Customer Data as necessary for Assay to provide and maintain the Services. Customer represents and warrants that it has all necessary rights to grant this license.

3.3 Truth Graph Logic

While Customer owns the specific data points uploaded, the structural logic, cascading algorithms, and confidence-scoring methodologies used to link those points within the Truth Graph are the exclusive property of Assay.

4. Confidentiality

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. The Receiving Party will use the same degree of care it uses to protect its own confidential information of like kind (but not less than reasonable care).

5. Indemnification

By Assay: Assay will defend Customer against any claim that the Platform infringes a third party's intellectual property rights, provided Customer gives prompt notice and control of the defense to Assay.

By Customer: Customer will defend Assay against any claim arising from Customer's unauthorized use of Data, violation of law, or the specific content of Customer's business claims.

6. Limitation of Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY.

Exclusion of Consequential Damages: NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS, REVENUES, LOSS OF DATA, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THIS EXPLICITLY INCLUDES FINANCIAL LOSSES ARISING FROM BOTCHED TRANSACTIONS, LOST SALES, OR THIRD-PARTY CLAIMS RESULTING FROM INACCURATE COMMERCIAL CLAIMS GRADED BY THE PLATFORM.

7. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of laws principles. Any disputes shall be resolved through binding arbitration in Wilmington, Delaware, under the rules of the American Arbitration Association.