Terms of Service
Effective Date: 01 September 2025
By accessing or using Private AI’s services (“Services”), you agree to be bound by these Terms of Service (“Agreement”).
This Agreement is a legally binding contract between the Client and the Service Provider, defined as follows:
- “Service Provider” means AI Agents LLC, a Wyoming limited liability company, which has applied to change its legal name to Private AI LLC. References to “PrivateAI” or “useprivate.ai” in this Agreement refer to the Service Provider’s software product and platform, not a separate legal entity. Services may also be provided by the Service Provider’s affiliate, Remap AI Pty Ltd (Queensland, Australia). Collectively, AI Agents LLC/Private AI LLC and Remap AI Pty Ltd are the “Service Provider.”
- “Client” means the individual or legal entity entering into this Agreement.
- “Users” means the Client’s employees, contractors, or representatives authorized to use the Services.
- “Affiliate” (of Client) means any parent, subsidiary, or entity under common control with the Client.
- “Affiliate” (of Service Provider) means any entity under common control with the Service Provider, including Remap AI Pty Ltd.
- “Services” include all AI-powered tools, configurable AI agents, automations, APIs, integrations, consultancy deliverables, and related materials.
- “Client Data” means all information submitted by the Client or Users.
- “Output” means any AI-generated or service-generated content produced by the Services.
1. Provision of Services
1.1 The Service Provider grants the Client a non-exclusive, non-transferable right to access and use the Services for its internal business purposes.
1.2 Services may be delivered by the Service Provider or its affiliates.
1.3 The Service Provider may update, modify, or discontinue Services at its discretion.
2. Affiliates
2.1 Client Affiliates may access the Services only under the Client’s account and subscription. The Client is responsible for all use by its Affiliates.
2.2 Any third party outside the Client’s corporate group must obtain its own subscription and Agreement.
2.3 Services may be provided by Service Provider Affiliates, including Remap AI Pty Ltd, which shall be deemed part of the Service Provider.
3. Client Data & Output
3.1 The Client retains ownership of all Input and Output. The Service Provider assigns to the Client any rights it may hold in the Output.
3.2 The Service Provider will process Client Data only to provide the Services and will not use Client Data to train its models without explicit written consent.
3.3 The Client warrants that it has all necessary rights to provide Client Data.
3.4 The Client remains solely responsible for verifying the accuracy, legality, and suitability of Output.
3.5 The Client acknowledges that the Services generate content using artificial intelligence and related technologies. Such Output may be inaccurate, incomplete, biased, or unsuitable for the Client’s intended use. The Service Provider makes no warranty or representation as to the accuracy, completeness, or reliability of any Output. The Client is solely responsible for independently verifying the Output and determining its appropriateness before relying on it for business, legal, medical, financial, or other critical decisions.
3.6 Outputs may be similar or identical to outputs generated for other clients and are not unique proprietary information.
3.7 The Service Provider does not warrant that Outputs are free of third-party IP claims. The Client indemnifies the Service Provider against any claims alleging that Client Data or Outputs generated from such Client Data infringe third-party rights.
4. Fees & Payments
4.1 Fees are as stated in the applicable Engagement Summary or Order Form.
4.2 All payments are due as invoiced. Late payments accrue interest at 1.5% per month (or the maximum allowed by law).
4.3 The Service Provider may suspend Services immediately for non-payment. Services will only be reinstated once all outstanding fees (including interest) are paid.
4.4 All fees are non-refundable except as required by law.
4.5 Fees exclude applicable sales, VAT, GST, or similar taxes (excluding taxes on the Service Provider’s net income). The Client is responsible for such taxes.
4.6 Termination or suspension does not relieve the Client of its obligation to pay all fees for the remainder of any committed subscription term.
4.7 The Client may not withhold, offset, or delay payment of fees due under this Agreement for any reason, including disputes or claims against the Service Provider.
5. Client Responsibilities
5.1 The Client will not use the Services for any unlawful, harmful, or unauthorized purpose.
5.2 The Client remains solely responsible for ensuring its use of the Services complies with all applicable laws and third-party platform terms.
5.3 The Service Provider disclaims all liability for the Client’s use of Services that results in breach of third-party terms (e.g., LinkedIn, Google, Microsoft). The Client indemnifies the Service Provider for any claims arising from such use.
5.4 Misuse of AI Services. The Client will not:
(a) create or distribute illegal, defamatory, obscene, or discriminatory content; (b) infringe IP or privacy rights; (c) use Outputs to train or enhance competing AI systems; (d) misrepresent Outputs as human-authored in a misleading way; (e) disable or circumvent security controls; (f) engage in spam, fraud, impersonation, or deepfakes; (g) violate consumer, export, or data protection laws.
5.5 The Client indemnifies the Service Provider and its affiliates from claims, damages, and costs arising from misuse of the Services or Outputs.
5.6 The Client must not use the Services in violation of applicable export control, sanctions, or import laws. Any such use constitutes misuse under this Agreement.
6. Confidentiality
6.1 Both parties must maintain the confidentiality of non-public information and use it only as permitted under this Agreement.
6.2 Confidentiality obligations survive termination for two (2) years. For Client Data, obligations survive perpetually.
6.3 The Service Provider is entitled to seek injunctive or equitable relief for any breach of confidentiality or intellectual property obligations, in addition to any other remedies available at law or equity.
7. Security & Data Protection
7.1 The Service Provider will implement reasonable industry-standard measures to secure Client Data.
7.2 The Client acknowledges that no system is completely secure. The Service Provider disclaims liability for unauthorized access, disclosure, or loss of Client Data caused by cyberattacks, hacking, malware, or third-party provider failures beyond its reasonable control.
7.3 The Client indemnifies the Service Provider for claims related to its own collection, use, or submission of Client Data.
7.4 Where applicable law (including GDPR and CCPA) applies, the Service Provider acts as a data processor and the Client acts as the data controller. The Client remains responsible for ensuring lawful collection and use of personal data, and indemnifies the Service Provider for any failure to do so.
7.5 The Service Provider disclaims liability for Outputs containing personal data submitted by the Client.
7.6 Unless expressly agreed in writing, the Services are not designed to comply with industry-specific regulations (e.g., HIPAA, GLBA, PCI-DSS). The Client acknowledges it is solely responsible for compliance with any industry-specific regulations applicable to its business or data.
7.7 The Client indemnifies the Service Provider for any claims, fines, penalties, or liabilities arising from the Client’s submission or use of regulated data (including but not limited to health, financial, or children’s data) without a proper lawful basis or required consents.
8. Service Availability
8.1 The Service Provider will make reasonable efforts to provide reliable Services but does not guarantee uninterrupted access.
8.2 The Client acknowledges that the Services rely on third-party hosting providers, APIs, and platforms. The Service Provider disclaims liability for any disruption, degradation, or loss of access caused by such third-party providers.
8.3 No service level agreement (SLA) is provided unless expressly agreed in writing.
8.4 Client acknowledges that no SLA applies unless expressly documented and signed.
9. Intellectual Property
9.1 The Service Provider retains all IP rights in methodologies, algorithms, processes, software, tools, and documentation used to deliver the Services.
9.2 The Client retains all rights in its Input and Output.
9.3 Except as expressly permitted, the Client must not reverse engineer, copy, or exploit the Service Provider’s IP.
10. Publicity
10.1 Unless the Client opts out in writing, the Service Provider may use the Client’s name and logo in its website, case studies, and marketing materials.
10.2 Use of the Client’s name, logo, and case study information will exclude any Confidential Information unless separately authorized.
11. Limitation of Liability
11.1 The Service Provider’s total liability is limited to the fees paid by the Client in the twelve (12) months preceding the event.
11.2 Neither party is liable for indirect, special, or consequential damages.
11.3 Liability is reduced to the extent the other party contributed to the loss.
11.4 The liability cap in Section 11.1 does not apply to the Client’s indemnity obligations under this Agreement or to the Client’s fraud, willful misconduct, or gross negligence.
12. Term, Renewal & Termination
12.1 The initial term, renewal period, and termination rights are defined in the applicable Engagement Summary or Order Form.
12.2 Unless otherwise specified, subscriptions renew automatically for successive terms equal to the initial term unless written notice of non-renewal is provided at least 30 days before expiry.
12.3 The Service Provider may suspend Services immediately for non-payment, with termination possible if unpaid beyond 30 days.
12.4 The Client may terminate only with at least 31 days’ written notice prior to renewal, subject to any minimum engagement term specified. Early termination is not permitted except for material breach or insolvency.
12.5 Either party may terminate immediately for material breach uncured within 15 days.
12.6 Termination does not relieve Client of payment obligations for any committed subscription term.
12.7 The Service Provider may suspend or terminate this Agreement immediately if the Client breaches Section 5 (Client Responsibilities).
13. Warranties
13.1 Services are provided “as is,” without warranty of accuracy, reliability, or suitability.
13.2 No Legal/Medical/Financial Advice. Outputs are not legal, medical, financial, or professional advice. The Client is solely responsible for verifying suitability before reliance.
14. Export Control & Sanctions
The Client represents that it is not located in, and will not use the Services in, any country or territory subject to U.S. export restrictions or sanctions. The Client agrees not to use the Services in violation of applicable export, import, or sanctions laws.
15. Dispute Resolution & Governing Law
15.1 Disputes will first be resolved by negotiation, then mediation.
15.2 If unresolved, proceedings may be brought in Wyoming, USA (for SaaS) or Queensland, Australia (for consultancy), depending on which entity delivered the Services.
16. Force Majeure
Neither party is liable for delays caused by events beyond reasonable control.
17. Survival
The following provisions survive termination of this Agreement: Confidentiality, Security & Data Protection, Intellectual Property, Limitation of Liability, Indemnities, Governing Law, and this Survival clause.
18. General
18.1 This Agreement does not create any partnership, agency, or employment relationship.
18.2 Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other provision.