PLEASE READ THESE TERMS OF SERVICE CAREFULLY By accessing or using the Service (as defined below), you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to all of these terms, do not access or use the Service.
This agreement is entered into between Insero.ai (hereinafter "Insero", "we", "us" or "our"), with its registered office at Gondel 3154 Lelystad, Netherlands, registered with the Chamber of Commerce under number 82245479, and the legal entity or natural person acting in the course of a profession or business who subscribes to or uses the Service (hereinafter "Customer", "you" or "your").
1. Definitions"Service":
Refers to the Insero Spaces platform, including the underlying software, applications, AI assistants accessed through the platform, Application Programming Interfaces (APIs), documentation, and related support services provided by Insero.
"Customer": The legal entity or individual professional who subscribes to the Service.
"Authorized User": An individual (e.g., employee, contractor) authorized by the Customer to access and use the Service under the Customer's account.
"Customer Data": Any data, information, text, prompts, content, or materials submitted by the Customer or Authorized Users to the Service.
"Generated Content": Any text, information, data, or other content generated by the AI assistants within the Service based on Customer Data.
"Subscription Term": The period during which the Customer is subscribed to the Service, as specified in the subscription plan.
"Confidential Information": Non-public information disclosed by one party to the other, designated as confidential or reasonably should be understood to be confidential.
"Intellectual Property Rights": All patents, copyrights, moral rights, trademarks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction.
2. Service Description
Insero provides the Service, a platform designed to host various AI assistants aimed at enhancing productivity, automating tasks, and improving the work environment for Customer's Authorized Users. A key feature is its model-agnostic nature, allowing integration with various leading AI language models (such as those from OpenAI, Google, Anthropic) to provide access to state-of-the-art AI capabilities. Insero may also offer custom integration services subject to separate agreement and potential fees.
3. Account Registration and Use
Account Creation: To use the Service, the Customer must register for an account, providing accurate and complete information.
Account Security: The Customer is responsible for maintaining the confidentiality of account login credentials and for all activities that occur under their account. The Customer agrees to notify Insero immediately of any unauthorized use.
Authorized Users: The Customer is responsible for managing its Authorized Users and ensuring their compliance with these Terms. The Customer is liable for the actions and omissions of its Authorized Users.
4. License Grant
Subject to the Customer's compliance with these Terms and payment of applicable fees, Insero grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Service solely for the Customer's internal business operations.
5. Customer Obligations and Restrictions
The Customer agrees to, and shall ensure its Authorized Users:
Use the Service in compliance with all applicable laws and regulations.
Be solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data.
Use reasonable efforts to prevent unauthorized access to or use of the Service.
Not sublicense, sell, rent, lease, transfer, assign, or otherwise commercially exploit the Service.
Not use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights.
Not interfere with or disrupt the integrity or performance of the Service or third-party data contained therein.
Not attempt to gain unauthorized access to the Service or its related systems or networks.
Not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service.
Not use the output (Generated Content) for any illegal, harmful, misleading, or unethical purposes.
6. Fees and Payment
Subscription Fees: The Customer agrees to pay the subscription fees specified at the time of subscription, based on the chosen plan (e.g., base fee plus per-user fee). Current standard pricing is €100 per month including 5 users, with an additional €5 per user per month thereafter, unless otherwise agreed in writing. Fees are exclusive of applicable taxes (like VAT - Value Added Tax), which the Customer is responsible for paying.
Payment Terms: Fees are typically billed in advance on a monthly or annual basis, as selected during subscription. Payments are due within 30 days from the invoice date.
Auto-Renewal: Unless cancelled by the Customer before the end of the current Subscription Term, subscriptions will automatically renew for an equivalent period.
Late Payments: Overdue amounts may be subject to a late payment interest charge at the maximum rate permitted by law. Insero reserves the right to suspend access to the Service for accounts with overdue payments.
Fee Changes: Insero reserves the right to change the fees upon 90 days' notice. Continued use of the Service after the fee change constitutes acceptance of the new fees.
7. Intellectual Property Rights
Insero IP: Insero retains all right, title, and interest in and to the Service, including all related Intellectual Property Rights. No rights are granted to the Customer hereunder other than as expressly set forth herein.
Customer Data: The Customer retains all right, title, and interest in and to its Customer Data. The Customer grants Insero a worldwide, non-exclusive, royalty-free license to host, use, process, display, and transmit Customer Data solely as necessary to provide, maintain, and improve the Service in accordance with these Terms and the Privacy Policy.
Generated Content: As between Insero and the Customer, the Customer owns the Generated Content produced specifically for them through their use of the Service based on their Customer Data, subject to the rights and limitations imposed by the terms of the underlying third-party AI models used to generate such content. The Customer is solely responsible for the subsequent use of Generated Content and ensuring such use complies with applicable laws and third-party terms.
Feedback: If the Customer provides any suggestions, ideas, or feedback ("Feedback"), Insero is free to use such Feedback for any purpose without obligation or compensation to the Customer.
8. Confidentiality
Each party agrees to protect the other’s Confidential Information with the same standard of care it uses for its own confidential information (but not less than reasonable care) and not to use or disclose such information except as necessary to perform its obligations or exercise its rights under these Terms or as required by law.
9. Data Protection and Privacy
Privacy Policy: Use of the Service is subject to Insero's Privacy Policy.
GDPR Compliance: Insero commits to complying with the General Data Protection Regulation (GDPR) regarding the processing of personal data.
Data Location: As detailed in the Privacy Policy, Customer Data and personal data processed via the Service are stored within the European Union.
Customer Responsibility: The Customer is responsible for ensuring that its use of the Service, including the submission of Customer Data, complies with all applicable data protection laws and regulations. The Customer warrants that it has obtained all necessary consents or has other lawful bases for processing Customer Data via the Service.
10. Third-Party AI Models and Services
The Service integrates with and provides access to AI models developed and operated by third parties (e.g., OpenAI, Google, Anthropic).
No Control: Insero does not control these third-party models. Their availability, performance, accuracy, and behavior are subject to the terms and conditions set by the respective providers.
Model Agnosticism: Insero strives to offer access to leading AI models but reserves the right to add, remove, or change the available models at its discretion.
Disclaimer: Insero makes no warranties regarding the output (Generated Content) from these third-party models, including its accuracy, suitability, or non-infringement. The Customer uses these models through the Service at their own risk.
Third-Party Terms: The Customer's use may be implicitly subject to the acceptable use policies of the underlying AI model providers. Insero may pass through or require adherence to specific critical terms if mandated by the provider.
11. Term and Termination
Term: These Terms commence upon the Customer's first use of the Service and continue for the initial Subscription Term. The term automatically renews as described in Section 6.
Termination for Cause: Either party may terminate this agreement for cause if the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice.
Termination for Convenience: The Customer may terminate their subscription at the end of the current Subscription Term by providing notice according to the cancellation procedure outlined in the Service or by contacting Insero support.
Effect of Termination: Upon termination, the Customer's right to access and use the Service ceases immediately. Insero will delete Customer Data according to the procedures outlined in the Privacy Policy, typically within 30 days after termination, unless legally required to retain it. Outstanding payment obligations survive termination.
12. Warranties and Disclaimers
Insero Warranty: Insero warrants that it will provide the Service using reasonable care and skill.
DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INSERO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. INSERO SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, COMPLETENESS, SUITABILITY, OR AVAILABILITY OF ANY CONTENT GENERATED BY THE AI ASSISTANTS (GENERATED CONTENT). THE CUSTOMER ACKNOWLEDGES THAT AI OUTPUT MAY CONTAIN INACCURACIES OR ERRORS AND AGREES TO EVALUATE AND VERIFY SUCH OUTPUT INDEPENDENTLY.
13. Limitation of Liability
EXCLUSION OF INDIRECT DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE (INCLUDING GENERATED CONTENT); OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
LIABILITY CAP: TO THE MAXIMUM EXTENT PERMITTED BY LAW, INSERO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER TO INSERO FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Exceptions: The limitations in this section do not apply to liability resulting from gross negligence, willful misconduct, or death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.
14. Indemnification
The Customer agrees to defend, indemnify, and hold harmless Insero, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in any way connected with (a) the Customer's access to or use of the Service, (b) the Customer's violation of these Terms, (c) Customer Data infringing or violating any third-party rights, or (d) the Customer's use of Generated Content.
15. Modifications to the Service or Terms
Service Modifications: Insero reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Insero will provide reasonable notice of material adverse changes where practicable.
Terms Modifications: Insero may revise these Terms from time to time. The most current version will always be posted on our website. If a revision is material, Insero will provide notice (e.g., via email or through the Service). By continuing to access or use the Service after revisions become effective, the Customer agrees to be bound by the revised Terms.
16. Governing Law and Dispute Resolution
Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles.
Dispute Resolution: The parties agree to first attempt to resolve any dispute arising out of or relating to these Terms through amicable negotiations. If the dispute cannot be resolved through negotiation within 30 days, the dispute shall be submitted exclusively to the competent courts of Midden-Nederland, the Netherlands.
17. Miscellaneous
Entire Agreement: These Terms, together with the Privacy Policy and any order forms or specific agreements referencing these Terms, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements or understandings.
Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
Notices: Notices to Insero should be sent to hello@insero.ai or the registered address. Notices to the Customer will be sent to the email address associated with their account or through the Service.
Assignment: The Customer may not assign these Terms without Insero's prior written consent. Insero may assign these Terms without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
18. Contact Information
If you have any questions about these Terms of Service, please contact us at: Insero.ai Gondel 31 54, 8243 CX, Lelystad, Netherlands. Email: hello@insero.ai Website: insero.ai
