Terms of Service & Master Subscription Agreement

By accessing the website or using the service, you agree to these terms on behalf of yourself or the company you represent. If you do not have authority to bind that entity, do not use the service.

These terms apply to evaluation, purchase, and use of Soberan software, support, and related services unless separate signed terms apply.

Soberan Systems, LLC's business address is 25 SW 9th St, Suite 406, Miami, FL 33130, United States.

Order forms, statements of work, DPAs, security addenda, and similar signed documents are incorporated into these terms when applicable.

If there is a conflict, the order form controls first, then the DPA or security addendum for their subject matter, and then these public terms.

Soberan grants a limited, non-exclusive, non-transferable right to access and use the service during the subscription term for internal business purposes.

Customer is responsible for user access management, account security, and use of the service by its users and contractors.

Customer may designate administrators, but remains responsible for permissions, configurations, and business decisions made through the service.

The subscription term is the period stated in the applicable order form or checkout flow.

Unless an order form states otherwise, paid subscriptions renew automatically for successive terms equal to the initial term unless either party gives notice of non-renewal before the then-current term ends.

Fees, billing cadence, implementation scope, and any usage limits are set in the applicable order form, checkout flow, or invoice.

Unless otherwise stated, fees are non-refundable, exclusive of taxes, and payable in the invoiced currency. Customer is responsible for taxes other than taxes on Soberan's income.

Late payments may result in suspension after reasonable notice.

Customer retains all rights in its data. Customer grants Soberan the rights needed to host, process, transmit, and back up customer data solely to provide and support the service.

Customer is responsible for the accuracy, legality, and rights required to provide customer data to Soberan.

Customer is also responsible for its configurations, workflows, automations, prompts, and approval rules, including outcomes caused by those instructions.

Each party may receive non-public information from the other. The receiving party will use the same reasonable care it uses for its own confidential information, and not less than reasonable care, to protect it.

Confidentiality obligations do not apply to information that is public without breach, already known without restriction, independently developed, or lawfully received from a third party.

You may not use the service to break the law, violate rights, disable security controls, probe or benchmark the service without permission, or upload harmful code.

You may not resell, copy, reverse engineer, or use the service to build a competing product except as allowed by applicable law.

Soberan may update, improve, or modify the service over time. We will use commercially reasonable efforts to avoid materially reducing core functionality during an active paid term.

AI-assisted features may generate outputs, suggestions, or drafts. Customer remains responsible for reviewing material business actions, approvals, and downstream use of outputs.

Unless otherwise agreed in writing, support, onboarding, and implementation assistance are provided as described in the applicable order form or pricing package.

Soberan may offer trial, beta, preview, or early-access features. Those offerings may be changed or discontinued at any time and may be subject to additional limits.

Unless otherwise required by law, trial, beta, preview, and early-access features are provided as is, without warranty, service levels, or commitment to general availability.

Soberan and its licensors retain all rights, title, and interest in the service, software, documentation, models, and related intellectual property, excluding customer data.

Feedback may be used by Soberan without restriction or obligation.

Soberan will defend customer against a third-party claim that the paid service, as provided by Soberan and used as authorized, directly infringes that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement, subject to prompt notice, cooperation, and control of the defense.

Customer will defend Soberan against third-party claims arising from customer data, customer instructions, customer configurations, or customer misuse of the service, and will pay damages finally awarded or agreed in settlement, subject to the same conditions.

Soberan has no infringement obligation to the extent a claim arises from customer data, combinations not provided by Soberan, modifications not made by Soberan, or use outside the documentation or applicable agreement.

Soberan will implement and maintain reasonable administrative, technical, and organizational safeguards appropriate to the service.

If the parties enter into a data processing addendum or security addendum, those documents govern privacy, security, and incident notification obligations to the extent they address the same subject matter.

Customer may not use or export the service in violation of applicable export control, trade, or sanctions laws.

Customer represents that it and its authorized users are not located in, organized under, or ordinarily resident in a restricted territory and are not prohibited parties under applicable sanctions laws.

Soberan warrants that it will provide the service in a professional and workmanlike manner. Except for that limited warranty, the service is provided as is and as available to the maximum extent permitted by law.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data.

Except for excluded claims that cannot be limited by law, each party's aggregate liability under these terms is limited to the fees paid or payable by customer to Soberan under the applicable service in the twelve months before the event giving rise to the claim.

These terms apply while you use the website or service. Either party may terminate for material breach not cured within a reasonable notice period, or as stated in an order form.

Soberan may suspend access if necessary to prevent security harm, unlawful conduct, material abuse of the service, or continued non-payment after notice.

On termination, customer access ends and each party will handle data and confidential information in line with the applicable agreement and law. If an order form includes post-termination export rights, that order form controls.

These terms do not create a partnership, joint venture, or employment relationship. Customer may not assign these terms without Soberan's consent, except in connection with a permitted corporate transaction.

If a provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver. These terms are governed by the law stated in the applicable order form, and if none is stated, by the law applicable to Soberan Systems, LLC excluding conflict of law rules.

If no governing law or venue is stated in an order form, these terms are governed by Florida law, excluding conflict of law rules, and the state or federal courts located in Miami-Dade County, Florida have exclusive jurisdiction, except either party may seek injunctive relief in any court of competent jurisdiction.

Neither party is liable for failure or delay caused by events beyond its reasonable control, except that force majeure does not excuse payment obligations for amounts already due.