Terms & Conditions
Terms of Service
These General Terms and Conditions (“Agreement”) sets forth the specific terms under which Disparate Labs, Inc. (“Company”) provides you (“Customer”, “you”, or “your”), the entity or person placing an order for or accessing, Company’s software products and services. This Agreement includes these terms and conditions, and Order Form(s) hereunder which are incorporated herein and made a part of this Agreement by reference, and contain, among other things, warranty disclaimers and liability limitations. Customer’s purchase, receipt, and use of Company’s products and services are subject to the terms of this Agreement. You agree that this Agreement is enforceable like any written agreement signed by you.
If you are accessing or using Company’s software products and services as an employee, contractor, or agent of a corporation, partnership or similar entity, then you must be authorized to sign for and bind such entity in order to accept the terms of this Agreement, and you represent and warrant that you have the authority to do so and have read and understand all provisions of this Agreement. The rights granted under this Agreement are expressly conditioned upon acceptance by such authorized personnel. If Customer does not wish to accept this Agreement, or you do not have authority to bind Customer to this Agreement, then do not download, install, access, or use any of the Software.
Introduction
As part of the Services, Company, as defined in our Privacy Policy, will provide you with use of the Services, including a browser interface and data encryption, transmission, access and limited storage. Your registration for, or use of, the Services shall be deemed to be your agreement to abide by this Agreement including any materials available on the www.Disparatelabs.ai website incorporated by reference herein, including but not limited to Company’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
The Services includes the several products which are offered, including but not limited to the AI Business Intelligence, C-Suite Business Intelligence and CFO Business Intelligence each having specific features.
Rights & Restrictions
Company hereby grants you a non-exclusive, non-transferable right to use the Services based on the specific Services for each available product(s) purchased, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Company and its licensors.
You may not access the Services if you are a direct competitor of the Company, except with Company ’s prior written consent. In addition, you may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or any copyrighted Content in any way, unless there is a written agreement with the Company; (ii) create Internet “links” to the Services or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Services in order to (a) build a competitive product or Services, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services. Customer’s license cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Services.
You may use the Services only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (v) attempt to gain unauthorized access to the Services or its related systems or networks.
Responsibilities & Restrictions
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Company.ai immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Company.ai immediately and use reasonable efforts to stop immediately any copying or distribution of copyrighted content that is known or suspected by you or your Users; and (iii) not impersonate Company.ai user or provide false identity information to gain access to or use the Services.
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the
Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or Services bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices,
Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.
Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
AI Input and Output. You may not use Company AI in a manner that violates Company acceptable use policy. You are responsible for any text, images or other content you upload or submit to Company AI (the “AI Input”), as well as the text, images or other content generated by Company AI based on your AI Input (the “AI Output”). You will have all necessary rights and permissions to share any data included in the AI inputs you provide and the AI outputs you use. AI Output may not be accurate or reliable, and you should independently review all AI Output before using it or sharing it.
Intellectual Property
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’ss business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services.
Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, Company shall have the right to collect, process and analyze Customer’s data exclusively to perform the Services. The Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services to the Customer. No rights or licenses are granted except as expressly set forth herein.
Company (and our licensors, as applicable) remain the sole owner of all right, title, and interest in the Services and the Company Technology. Except as stated herein, we do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Services or Company Technology. This means you may not use our trade names, trademarks, Services marks or logos in connection with any product or Services that is not ours, or in any manner that is likely to cause confusion. We reserve all rights not granted under the terms of this Agreement. The Services may only be used for the intended purpose for which such Services are being made available. Except as permitted by copyright law.
User-Generated Content. We may provide generated business insights and analysis content for our users, using public available data, Company’s own data combined with the User’s own Data and Information to provide comparative benchmark comparison among others. You may use the resulting Content Files with data and graphs for the User’s End Use. You may reproduce and distribute Company’s Content Files only in connection with your End Use.
You shall retain all right, title to and interest in your existing company’s intellectual property rights, and Confidential Information.
Fees, Billing and Renewal
Fees. Customer shall pay all fees in accordance with the payment terms specified herein or on the applicable Order Form. All payment obligations are non-cancelable and all fees are nonrefundable.
Billing and Payment Terms. Except for annual subscription orders, the Company will invoice Customer in advance. All invoices are payable upon receipt invoice date unless otherwise provided in the Order Form. Customer will be deemed to have received an invoice on the first business day after sending by electronic mail. Customer is responsible for providing complete and accurate billing and contact information and notifying the Company of any changes to such information. All payments are nonrefundable except as provided in this Agreement and are made without the right of setoff or chargeback.
You also agree to provide the Company with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and subscriber administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, the Company reserves the right to terminate your access to the Services in addition to any other legal remedies.
If you believe your bill is incorrect, you must contact us in writing within 15 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
Disclaimers, Limitations of Liabilities, Indemnification & Release
DISCLAIMERS. YOUR USE OF THE SERVICES IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON- INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER COMPANY, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE SERVICES. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SERVICES MAY BE OUT OF DATE, AND NEITHER THE COMPANY, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITATIONS OF LIABILITY. EXCEPT AS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, COMPANY DOES NOT ASSUME ANY RESPONSIBILITY, OR WILL BE LIABLE, FOR ANY DAMAGES TO, OR ANY VIRUSES THAT MAY INFECT YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THIS SERVICES, OR YOUR DOWNLOADING OF ANY INFORMATION OR MATERIALS FROM THIS SERVICES. EXCEPT AS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL COMPANY , OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SERVICES, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
IN THE EVENT OF ANY PROBLEM WITH THE SERVICES OR ANY CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICES. EXCEPT AS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL COMPANY ’s TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) FIVE HUNDRES DOLLARS (US $500.00) OR (B) THE VALUE OF THE SERVICES PURCHASED OR SUBSCRIBED BY YOU ON THE SERVICES.
Indemnification. Each Party will indemnify, defend and hold the other Party harmless against any claims, losses, liabilities, damages or expenses (including reasonable attorneys’ fees and expenses) (“Claims”) that arise directly or indirectly out of: (i) the material breach of any provision of this Agreement by the indemnifying Party; (ii) the violation of any applicable laws or any third party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; or (iii) the gross negligence or willful misconduct of the indemnifying Party. The indemnified Party will not be entitled to indemnification to the extent that the claim would not have arisen but for the negligent act or willful misconduct of the indemnified Party. The foregoing obligations are conditioned upon the indemnified Party promptly notifying the indemnifying Party in writing of such action. Provided that the indemnifying Party promptly and reasonably investigates and defends any such claim, the indemnifying Party will have control over the defense and settlement of the claim. The Party to be indemnified will furnish, at the indemnifying Party’s reasonable request and expense, information and assistance necessary for such defense.
Release. In the event that you have a dispute with one or more other users of the Services, you release Company (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Term & Termination
Subject to earlier termination as provided below, this Agreement is for the Initial Services Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Services Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Miscellaneous
Force Majeure. Neither Company nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
Privacy. Data collection and use, including data collection and use of personally identifiable information is governed by Company’s Privacy Policy, which is incorporated into and is a part of this Agreement.
Governing Law. Jurisdiction. Any claim relating to, and the use of, the Services and the materials contained herein is governed by the laws of the state of Delaware. You consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware. A printed version of these Terms of Services will be admissible in judicial and administrative proceedings based upon or relating to these Terms of Services to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Services Interruption. We do not guarantee continuous, uninterrupted or secure access to our Services, and operation of the Services may be interfered with by numerous factors outside of our control. If any provision of these Terms of Services is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms of Services and all incorporated agreements may be automatically assigned by the Company in its sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Services set forth the entire understanding and agreement between us with respect to the subject matter hereof. All sections which by their context ought to survive this agreement shall survive any termination or expiration of this Agreement.
Assignment. This Agreement may not be assigned by you without the prior written approval of Company, but may be assigned without your consent by Company to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of the Company directly or indirectly owning or controlling 50% or more of you shall entitle the Company to terminate this Agreement for cause immediately upon written notice.
Entire Agreement. These terms and conditions are the entire agreement between the user and the Company and supersede any prior understandings or agreements (written or oral).
Additional Assistance. If you do not understand any of the foregoing Terms and Conditions or if you have any questions or comments, we invite you to contact our legal team at legal@Company.ai.
Copyright Notice. All Site design, graphics, text selections, arrangements, and all software are Copyright © 2026, Company, Inc. or its licensors. ALL RIGHTS RESERVED.
Definitions
As used in this Agreement and in any order forms or Service invoices now or hereafter associated herewith:
“Agreement” means these online terms of use, any order forms, whether written or submitted online via the Online Order Center, and any materials available on the Company website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Company from time to time in its sole discretion;
“Confidential Information” means trade secrets or any data or information, other than trade secrets, without regard to form and whether or not expressly marked as proprietary or confidential, that is of value to each party under this Agreement and is not generally known to the competitors or the other party or the public. To the extent consistent with the foregoing, Confidential Information includes, but is not limited to, any information about each party ‘s Representatives, specific information relating to the Purpose or any project or work effort contemplated by each parties, the terms and conditions of this Agreement, the existence of the discussions between the parties, information regarding each party’s product plans, business methods, product designs, samples, product costs, product price lists or pricing policies, finances, marketing techniques or plans, business opportunities, customers, clients, research and development activities, know-how and pre-release products, in whatever form created, embodied or received.
Confidential Information does not include any information:
- that was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no act or omission or fault of the Receiving Party, or that was in the public domain at the time of disclosure to the Receiving Party; or
- that was lawfully disclosed to the Receiving Party by a third party having the independent right to disclose such information and, at the time of such disclosure, such third party was not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or
- that was already known to the Receiving Party prior to and at the time of disclosure to the Receiving Party by the Disclosing Party or by a third party on behalf of and at the direction of the Disclosing Party, as evidenced by reasonable documentation in the Receiving Party’ss possession at the time of disclosure; or
- that is separately and independently developed by the Representatives, subsidiaries, or affiliates of the Receiving Party without any reliance upon or reference to the Disclosing Party’ss Disclosure Material; or
- that is approved for release by the prior written consent of the Disclosing Party.
“Content” means the data and visual information, documents, software, products and services contained or made available to you in the course of using the Services;
“Customer Data” means any data, information or material provided or submitted by you to the Services in the course of using the Services;
“Disclosing Party” means the Party that discloses the Confidential Information;
“Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed or the date you begin using the Services; “Initial Term” means the initial period during which you are obligated to pay for the Services equal to the billing frequency selected by you during the process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter);
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, algorithms, design rights, copyrights, trademarks, Services marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“Order Form(s)” means the form evidencing the initial for the Services and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);
“Party” refers to Company and any User or Customer part of this Agreement.
“Company Admin Setting” means Company Admin setting area in the Company that allows the User’s Administrator designated by you to, among other things, to add additional Users to the Services;
“Company ” means collectively Disparate Labs, Inc., a Wyoming corporation, and their subsidiaries or affiliated companies.
“Company Technology” means all of Company’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) and any licensed software integrated in the Company made available to you by Company.ai as part of the Services;
“Receiving Party” means the Party that receives the Confidential Information;
“ Services(s)” means the specific edition of Company online environmental software management, billing, data analysis, or other services identified during the ordering process, developed, operated, and maintained by Company , accessible via http://www.disparatelabs.ai or another designated web site or IP address, or ancillary online or offline products and services provided to you by www.disparatelabs.ai, to which you are being granted access under this Agreement, including the Company Technology and the Content;
“User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Services and have been supplied user identifications and passwords by you (or by Company.ai at your request).
“User Administrator(s)” means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Services; “License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Services pursuant to the Order Form(s). \\
