PRECURSIVE AI
TERMS OF SERVICE.

2. ACCESS AND USE

2.1. Grant. Subject to payment of applicable fees, Precursive grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for internal business purposes.

2.2. Restrictions. Customer shall not:  

2.2.1. use the Services to develop a competing AI product;  

2.2.2. generate spam or fraudulent content;  

2.2.3. process sensitive Personal Data (e.g., health or credit card info) without prior written consent; or  

2.2.4. reverse engineer the Services.  

2.3. Customer Responsibility. Customer is solely responsible for the content of all prompts and context submitted to the Services and must ensure it has a lawful basis for processing such data.

 

3. SERVICE DEPENDENCIES AND DATA

3.1. Third-Party Dependencies. Customer acknowledges the Services depend on availability and performance of thirdparty LLM providers (e.g., OpenAI, Microsoft Azure) and Salesforce. Precursive is not liable for unavailability or degradation caused by these third parties.

3.2. Data Processing. Processing of Personal Data is governed by the Precursive Data Processing Addendum, which is incorporated by reference.

3.3. No Model Training. Customer Data processed through third-party LLM providers is not used to train those providers models.

 

4. CONFIDENTIALITY

Each party shall safeguard the Confidential Information of the other party using at least reasonable care. Each party agrees to use Confidential Information solely to perform its obligations under this Agreement and shall not disclose it to any third party without prior written consent. Precursive’s Confidential Information includes the Services, technology, and business processes; Customer’s Confidential Information includes Customer Data.

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5. INDEMINTY

Precursive shall indemnify and hold Customer harmless from damages arising out of a third-party claim alleging that the Services infringe the intellectual property rights of a third party. This is Customer’s sole and exclusive remedy for infringement claims. Customer shall indemnify Precursive against third-party claims alleging that Customer Data infringes a third party’s rights.

 

6. DISCLAIMERS AND LIMITATIONS

6.1. Accuracy. AI may generate inaccurate, biased, or incomplete outputs. Customer is solely responsible for evaluating the accuracy and appropriateness of any output before use.  

6.2. “As-Is”. THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE”. PRECURSIVE DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  

6.3. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR PRECURSIVE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PRECURSIVE’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE CLAIM. IN NO EVENT WILL PRECURSIVE BE LIABLE FOR ANY LOST PROFITS OR CONSEQUENTIAL DAMAGES.

 

7. FEES AND TERMINATION

7.1. Fees. Fees are non-cancellable and non-refundable. Precursive may increase fees upon 60 days’ notice, effective at the start of the next Renewal Period.

7.2. Term. This Agreement begins on the Effective Date and automatically renews for 12-month periods unless either party provides 60 days’ written notice of non-renewal.

7.3. Suspension. Precursive reserves the right to limit or suspend the Services without liability if it is reasonably necessary to protect the security of Precursive's systems or if Customer breaches the terms of this Agreement.

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8. CONTRACTING ENTITY, LAW, AND JURISDICTION

8.1. The Precursive entity, notice address, and governing law are determined by Customer's domicile: