Terms of Service

These terms and conditions govern access to and use of the Services by individuals or entities who purchase or obtain a license to use the Services and their authorized users (collectively, the “Customer”). If the Customer registers for a free trial of Company Services or for Free Services, the applicable provisions of this Agreement will also govern that free trial or those Free Services.

This is a legal agreement entered into between Atrium Insight, Inc. (the “Company”) and the Customer, relating to the Services. By (i) clicking through these terms electronically, (ii) executing an Order Form, (iii) using the Services, or (iv) accessing Free Services, the Customer and the Company mutually agree to be bound by these terms.

If the Customer does not accept these terms, the Customer is not permitted to use the Services. If this Agreement is entered into by an agent, employee, or representative on behalf of the Customer, such person represents and warrants that they have the authority to act on the Customer’s behalf.

For good and valuable consideration, Company and the Customer agree as follows:

1. Definitions.

Unless the context requires otherwise, capitalized terms in these Terms have the meanings set out below:

“Affiliate” means, with respect to a party, any person, partnership, joint venture, corporation, or other entity, that directly or indirectly controls, is controlled by, or is under common control with such party;
“Aggregate Data” means data and information that has been accessed by the Company in the provision of the Services, which includes metadata of the Salesforce Org obtained by the Company in the provision of the Services, namely, information about the configuration of the Salesforce Org, and aggregated and anonymized metadata about Salesforce orgs of others, namely, information about the configuration of such others’ Salesforce orgs; provided that in all cases, such Aggregate Data shall be aggregate and anonymized;
“Agreement” means these Terms together with any Order Form, and the Company’s Privacy Policy located at https://atrium.ai/privacy-andi/
“Applicable Law” means any local, state, provincial, federal and foreign laws or orders of any governmental or regulatory authority applicable to the Services and the Customer’s use thereof;
“Authorized Users” means the Customer’s employees and individual contractors that the Customer authorizes to access and use the Services under Customer’s account.
“Customer Data” means: (i) any information contained within the Salesforce Org that is considered confidential by the Customer and includes any information about an identified or identifiable individual or entity; and (ii) data or information entered into the Services by the Customer that has not been made publicly available; but excludes Aggregate Data;
“Customer Instance” means the Company-provisioned environment for Customer’s use of the Services.
“Company Materials” means the Services, the Documentation, and Aggregate Data and any and all other information, data, documents, materials, works, and other content, methods, processes, software, and other technologies and inventions, plans, or reports, that are provided or used by the Company in connection with the Services or otherwise comprise or relate to the Services. For the avoidance of doubt, Aggregate Data and any information, data, or other content derived from Aggregate Data are confidential information belonging to the Company. Company Materials does not include Customer Data;
“Documentation” means this Agreement and other user documentation related to the use or operation of the Services, each as made available by the Company electronically via the Services or otherwise in writing;
“Effective Date” means the earlier date of (i) any Order Form executed in relation to this Agreement; (ii) the delivery of the Services by Company to the Customer; or (iii) the Customer’s first use of the Services;
“Fees” means the aggregate of all fees payable by Customer to Company for the use of the Services in accordance with these Terms, plus all applicable duties, levies, and taxes in association with such fees;
“Free Services” means Services that Company makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services.
“Initial Term” means the initial subscription period set out on the applicable Order Form.
“Intellectual Property” means all systems, applications, software code (in any form, including source code, executable or object code), algorithms, tool-kits, technology, widgets, formulae, programs, concepts, databases, designs, diagrams, documentation, drawings, charts, ideas, inventions (whether or not such inventions are patentable), know-how, trademarks (whether registered or not), brand names, logos, slogans, methods, techniques, models, procedures, and processes;
“Intellectual Property Rights” means all copyrights, moral rights, rights associated with works of authorship, trademark rights, trade name rights, trade secret rights, patent and industrial property rights (whether registered or not), and other proprietary rights, in Intellectual Property;
“Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between the Company and the Customer, and may include an online order of the Services through the Company’s website or through a third party website;
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.
“Salesforce” means the Salesforce.com company that has entered into an agreement with the owner of the Salesforce Org, by way of separate agreement;
“Salesforce Org” means the Salesforce account(s) to which the Services are applicable, as approved by the Company, and to which the Customer has received all necessary authorization to access and use in accordance with this Agreement.
“Services” means: i) the Company’s software application currently described as “Andi” or “AI Services Platform”, including any updates, upgrades, patches, technology, material, modifications, bug fixes, enhancements, data, features, related website, related technologies, and contents, as it may be added or removed by Company from time to time and including all written information, documentation, and materials provided to Customer in respect of same; and ii) any software, materials or content made available in connection with the Services.
“Term” means the Initial Term together with any Renewal Terms.

2. Use and License.

Use and Restrictions. Subject to Customer’s compliance with this Agreement, Company grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term for Customer’s internal business purposes. Customer will not (i) copy, modify, or create derivative works of the Services; (ii) distribute, resell, rent, or sublicense the Services to any third party; (iii) reverse engineer, decompile, or attempt to extract source code from the Services; (iv) remove proprietary notices; or (v) use the Services in violation of law or third-party rights. Customer is responsible for the actions of its Authorized Users and for maintaining credential security.
Account Security and Individual Use. Each User Account is assigned to one named Authorized User and may not be shared, transferred, or used by more than one person. Customer will not allow any third party to access the Services using another person’s credentials, and will not attempt to use any other user’s account. Customer is responsible for maintaining the confidentiality of all credentials and for all activity under its accounts. Customer will promptly notify Company of any unauthorized use or security incident. If Company reasonably determines that credentials have been shared or that this section has been materially violated, Company may, acting reasonably, suspend the affected account or access and require Customer to purchase additional seats equal to the number of additional users who accessed the Services using shared credentials during the period of misuse. Suspension under this section is without prejudice to Company’s other rights and remedies under this Agreement.
Free Services. Company may make Free Services available to Customer. Free Services are provided “as-is” without warranties of any kind, and Company will have no indemnification or liability obligations arising from them. Company may terminate Free Services at any time without notice or refund. Customer is responsible for exporting any Customer Data before such termination.

3. Confidentiality.

When used herein, “Confidential Information” means any non-public information, in any form or medium (whether oral, written, electronic, or other) that: (i) the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, Intellectual Property, pricing; (ii) information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as “confidential”; and (iii) information designated in writing, or orally at the time of disclosure, by the Disclosing Party as “confidential” or “proprietary”. Customer Data shall be the confidential information of the Customer, and Aggregate Data shall be the confidential information of the Company.
In connection with this Agreement each party (as the “Disclosing Party“) may disclose or make available Confidential Information to the other Party (as the “Receiving Party“). Neither party will, subject to the licenses granted in this Agreement, make any unauthorized use or disclosure, in whole or in part, of the Disclosing Party’s Confidential Information, or use the Disclosing Party’s Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement.
The restrictions in this section do not apply to information that: (i) is independently developed by the Receiving Party without access to the other party’s Confidential Information; (ii) becomes publicly known through no breach of this section by the Receiving Party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the Disclosing Party; or (v) is required to be disclosed by a legal or government authority.
Each Receiving Party agrees to protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; and promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure.
Notwithstanding the foregoing, the Company may access or disclose the Customer’s Confidential Information if: (i) the Company in good faith believes that disclosure is necessary to comply with any Applicable Law, legal process or government request; (ii) to perform under or enforce the terms of this Agreement, including instructing a third party for collection of outstanding amounts owed by the Customer under this Agreement; or (iii) to protect the security or integrity of the Services. In each of the foregoing cases, the Company will disclose only such Confidential Information as the Company believes, in good faith, is necessary. Further, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by Applicable Law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

4. AI and Data Use.

Model training. Company will not use Customer Data to train or improve generalized models or features that are made available to other customers without Customer’s express written opt-in.
Aggregate/benchmarking data. Company may use deidentified and aggregated metadata derived from Customer’s use of the Services to operate, secure, and improve the Services and to generate benchmarking and platform insights, provided such data cannot reasonably identify Customer, any individual, or any specific Salesforce organization.
Security incidents. Company will notify Customer without undue delay and within seventy-two (72) hours after confirming a Security Incident that impacts Customer Data and will provide updates and reasonable cooperation.

5. Indemnification.

Company’s IP Indemnification. Company shall defend, indemnify and hold the Customer harmless against any loss, damage or costs (including reasonable attorneys’ fees) actually payable to unaffiliated third parties arising from claims, demands, suits, or proceedings (“Claims”) brought against the Customer by such third parties alleging that the use of the Services as contemplated hereunder infringes a valid patent, copyright, trademark or trade secret of such a third party; provided, that the Customer: (i) promptly gives written notice of any such Claim to Company; (ii) gives Company sole control of the defense and settlement of the Claim; and (iii) provides to Company, at Company’s cost, all reasonable assistance. The foregoing obligations do not apply with respect to portions or components of the Services: (A) not created by Company; (B) resulting in whole or in part from the Customer’s specifications or data/content; (C) that are modified or combined with other products, processes or materials where the alleged infringement relates to such combination; (D) where the Customer continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; and (E) where the Customer’s use is not strictly in accordance with the Terms and all Documentation made available by Company; or (F) where there has been any breach of the Terms by the Customer. Company has no obligation with respect to any Claim if the Claim is solely caused by Customer Data, use of the Services other than as specified in the Documentation, or Customer’s combination of the Services with any products, software, services, data or other materials not provided by, required by, or approved by Company, unless such use is necessary in order to use the Services as instructed by Company.
IP Remedies. If any portion of the Services is, or in Company’s reasonable opinion is likely to be, the subject of an infringement claim, Company will, at its expense and option, (i) procure for Customer the right to continue using the Services, (ii) replace or modify the Services so that they are non-infringing and substantially equivalent in function, or (iii) if neither is commercially reasonable, terminate the affected Services and refund any prepaid, unused Fees. This paragraph states Company’s entire liability and Customer’s exclusive remedy for any third-party intellectual-property infringement claim.
Customer Indemnification. Customer shall defend, indemnify, and hold Company harmless against any loss, damage, or cost (including reasonable attorneys’ fees) incurred in connection with a claim, demand, suit, or proceeding alleging that Customer’s use of the Services has harmed a third party or infringes upon the privacy rights of a third party or is in violation or alleged violation of any Applicable Laws provided Customer is notified in writing by Company as soon as reasonably practicable as to any such claim. Company shall provide reasonable information, cooperation and assistance in defending any such claim.

6. Third Party Software.

Third Party Applications. The Customer consents to the Company accessing the Salesforce Org for the purpose of performing the Services in accordance with these Terms, and the Services may include features that permit the Customer to connect the Services to third-party applications requested by the Customer (“Third Party Applications”) developed by third parties (“Third Party Developers“). No representation or warranty by Salesforce or such Third-Party Developers is binding on Company nor shall breach of such representation or warranty by Salesforce, or a Third-Party Developer relieve Customer of its obligations to Company. Customer is solely responsible for obtaining and maintaining any required third-party products, services, or licenses, including Salesforce.
The Services may connect to Third Party Applications authorized by the Customer by way of an Application Programming Interface (“API Services”). Customer authorizes the Company to connect the Services to such Third-Party Applications by way of an API Service and: (i) the Company will only request the minimal technically feasible scope of access that is necessary to implement the functionality of the Services; and (ii) to the extent the Company obtains Customer credentials to access such API Services, the Company will keep these credentials confidential.

7. Intellectual Property.

The Company and its Affiliates own all rights, title and interest, including all Intellectual Property Rights, in and to the Company Materials and any improvements to the Services or any new programs, upgrades, modifications or enhancements thereto, even when such refinements and improvements result from the Feedback. Except for the License, no right, title, or interest is granted in the Services or Aggregate Data.
The Customer shall retain all right, title and interest in and to all Customer Data. The Customer grants to Company a worldwide, royalty-free, non-exclusive license to access and use the Customer Data: (i) for the purposes of providing the Services to the Customer during the Term; (ii) compiling the Aggregate Data; (iii) connecting the Services to Third Party Applications approved by the Customer. Such rights shall include permission for the Company to generate and publish aggregate, anonymized reports on system usage, trends and type, provided they do not conflict with section 3 [Confidentiality].
The Company grants the Customer a limited license to use the Intellectual Property as part of the Customer’s use of the Services in accordance with the Terms (the “License”).

8. Payment.

The Customer will pay the Company all Fees within 30 days of receipt of an invoice, or as otherwise set forth in the applicable Order Form and in accordance with this section, without offset or deduction. If any undisputed invoice remains unpaid ten business days after written notice of non-payment, Company may suspend Customer’s access to the Services. Unless otherwise agreed in an Order Form, Fees for the Initial Term are due in advance of Customer’s access to the Services, and Fees for each Renewal Term are due within ten days of the start of the Renewal Term.
The Customer is solely responsible for payment of any goods and services taxes, sales taxes, value added taxes, and excise taxes, as applicable, resulting from the Customer’s use of the Services.
To the extent that Fees are billed and paid through a third-party credit card processor, such third party’s terms and conditions shall apply.
Except where otherwise expressly provided, all monetary amounts applicable to the Terms are stated and shall be paid in U.S. Dollars (USD).

9 Term.

This Agreement commences on the Effective Date and continues for the Term, unless terminated earlier as permitted herein.
At the end of the Initial Term, the Customer’s License to use the Services will be automatically renewed for succeeding one-year terms (each, a “Renewal Term”), subject to the Agreement, unless either party gives written notice to the other party at least sixty (60) days prior to the expiration of the then current Initial Term or Renewal Term, as the case may be. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Company’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

10 Termination.

During the Term, the Customer may terminate the Agreement in the case of Company’s material breach of the Agreement if such breach has not been cured within thirty (30) days of the Customer’s provision of notice of such breach to Company, or such other period as the parties mutually agree. The Company may terminate the Agreement and the Customer’s access to the Services immediately upon the Customer’s breach of this Agreement.
In the event of termination for reasons other than Company’s material breach: (i) the Customer will remain liable for all Fees due at the date of termination; and (ii) the Company will not refund any prepaid Fees. In the case of termination for the Company’s material breach, the Company will provide a pro-rated refund of any prepaid Fees. Upon termination of the Services, all rights and licenses granted to the Customer with respect to the Services shall immediately terminate.
Upon any termination or expiration of this Agreement for any reason, the Customer’s access to the Services and its Customer Instance will immediately cease. The Company may disable all Customer and Authorized User access credentials and suspend all processing of Customer Data. The Company may permanently delete the Customer’s Customer Instance and all associated Customer Data from its systems and backups, and shall have no obligation to retain, provide, or restore such data. The Customer acknowledges that deletion of its Customer Instance fully discharges the Company from any further obligations or liability related to storage or maintenance of Customer Data, and prevents any future hosting, storage, or infrastructure fees from accruing.
The Company may terminate this Agreement immediately in the event that the Services are no longer available for use in conjunction with Salesforce’s services, the Services are no longer able to access the information databases required for the Services, or stipulations in the Terms of Service have been violated.

11. Warranties and Disclaimers.

Authority. Each party represents and warrants that (i) it has the full right, power, and authority to enter into this Agreement, and (ii) this Agreement is a valid and binding obligation of such party.
Service Warranty. The Company warrants that the Services, when used in accordance with the Documentation, will not introduce any virus, worm, or other malicious code into the Customer’s systems.
Disclaimer. Except as expressly provided in this Agreement, the Services and all related materials are provided “as is” and “as available.” The Company and its Affiliates disclaim all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
No Guarantee. The Company does not warrant that the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services will meet the Customer’s requirements or expectations. Temporary interruptions due to maintenance, internet outages, or events beyond the Company’s control do not constitute a breach of this Agreement.

12. Limitation of Liability.

To the furthest extent permitted by applicable law, neither party shall be liable to the other for any incidental, special, indirect, consequential or punitive damages of any character, including without limitation, damages for loss of business or goodwill, work stoppage, loss of information or data, or loss of revenue or profit, resulting from the provision of the services, or other financial loss arising out of or in connection with the services, regardless of the legal theory asserted, whether based on breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise.
To the maximum extent permitted by law, except for liability resulting from a party’s gross negligence or willful misconduct, each party’s aggregate liability arising out of or related to these terms will not exceed the amounts paid or payable by customer to company for the services in the twelve months immediately before the event giving rise to the claim.

13. Dispute Resolution.

Negotiation. If a dispute, controversy, or claim (“Dispute”) arises out of or in connection with this Agreement, the parties will first attempt in good faith to resolve the Dispute through discussions between senior representatives. Within five (5) business days after a party gives written notice of the Dispute, a senior representative from each party will meet (in person or virtually) and use reasonable efforts to resolve the matter by joint discussion.
Arbitration. If the parties are unable to resolve the Dispute within fifteen (15) business days after the initial meeting, the Dispute will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration will take place in the State of Delaware before a single arbitrator experienced in commercial and technology matters. The Federal Arbitration Act governs all issues relating to arbitration. Judgment on the award may be entered in any court of competent jurisdiction.
Injunctive Relief. Either party may seek temporary, preliminary, or injunctive relief in the state or federal courts of Delaware to protect its Confidential Information or intellectual property rights pending final resolution through arbitration.

14. Miscellaneous.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. For purposes of enforcing any arbitration award or seeking interim relief, the parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware and waive any objection to venue or forum on the grounds of inconvenience.
Survival. The sections titled Free Services, Confidentiality, AI and Data Use, Indemnification, Intellectual Property, Payment, Warranties & Disclaimers, Limitation of Liability, Dispute Resolution, Miscellaneous, and Export Controls will survive any termination or expiration of this Agreement.
Headings. The headings used in these Terms are for convenience and reference only and shall not affect the construction or interpretation of the Agreement.
Assignment. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign or transfer this Agreement in connection with a merger or acquisition or other corporate reorganization provided the assigning party provides notice to the other party.
Subcontractors. Company may, in its reasonable discretion, engage third parties to perform any part of the Services. Company will at all times remain responsible for such third parties and their compliance with this Agreement.
Feedback. Customer may from time to time provide suggestions, comments or other feedback regarding the Services to the Company (“Feedback”). Customer agrees that all Feedback is and shall be given entirely voluntarily. To the extent, if any, that ownership in such Feedback does not automatically vest in Company or its Affiliates by virtue of this Agreement or otherwise, Customer grants to Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Services.
Notice. All notices under this Agreement must be in writing and delivered by hand, courier, postal service, or electronic mail. Notices will be effective upon receipt, except that notices sent by e-mail will be deemed received the next business day after being sent. All notices must be in English. Notices to Company shall be sent to legal@atrium.ai. Notices to the Customer will be sent to the address or email specified in the most current Order Form.
Force Majeure. Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, riots, fire, flood, explosion, governmental action, embargoes, labor disputes, power or internet failures, or delays of subcontractors or suppliers due to such causes. The affected party will use reasonable efforts to resume performance as soon as practicable.
Waiver. The waiver by any party hereto of a breach or a default of any provision of this Agreement by another party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.‍
Relationship. The parties are independent contractors. This Agreement shall not be construed as creating any partnership, joint venture, or agency among the parties and no party shall be deemed to be the legal representative of any other party for the purposes of this Agreement. No party shall have and shall not represent itself as having any authority to act for, to undertake any obligation on behalf of any other party, except as expressly provided in this Agreement.
Invalidity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision and any such invalid or unenforceable provision shall be deemed to be severable
Entire Agreement. The provisions of these Terms and any Order Forms constitute the entire agreement between the parties and supersede all previous communications, representations and agreements, whether oral or written, between the parties with respect to the subject matter of these Terms and such Order Forms.
U.N. Convention. The parties agree that the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.
Export Controls. Customer will comply with United States export control and sanctions laws and will not permit access to or use of the Services in violation of such laws.