Terms of Service

Effective Date: March 9, 2026

These Terms of Service (the "Terms") are a legally binding agreement between you and SHRD Cloud, Inc., a Delaware company ("DAT.ai," "DAT", "we," "us," or "our"), governing your access to and use of the DAT.ai website, platform, APIs, SDKs, documentation, dashboard, playground, and related services (collectively, the "Services").

By accessing or using the Services, or by clicking to accept these Terms, you agree to be bound by these Terms. If you are using the Services on behalf of a company, organization, or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" will refer to that entity.

If you do not agree to these Terms, you may not access or use the Services.

1. Eligibility and Authority

You must be at least 18 years old and legally capable of entering into a binding contract to use the Services. If you use the Services on behalf of an entity, you represent and warrant that you are authorized to accept these Terms on its behalf.

2. Services

DAT.ai provides access to distributed infrastructure, developer tools, and related functionality that may include APIs, SDKs, dashboards, asynchronous task execution, browser or agent-based workflows, monitoring, logs, usage reporting, and related features.

The Services are provided on an as-is and as-available basis. We do not provide any service level agreement, uptime commitment, or guaranteed availability under these public Terms. Enterprise or separately negotiated agreements may provide different or additional terms.

We may update, modify, suspend, or discontinue any part of the Services at any time, with or without notice.

3. Accounts and Credentials

To use certain parts of the Services, you may need to create an account or receive access credentials such as API keys, tokens, or similar credentials.

You agree to:

• provide accurate and complete information;

• maintain and promptly update your account information;

• keep your login credentials and API keys secure and confidential;

• be responsible for all activities that occur under your account or credentials; and

• notify us promptly of any unauthorized access, use, or security incident involving your account.

You may not share access credentials except as expressly permitted by us or under your applicable subscription plan.

4. Subscriptions, Fees, and Billing

Access to the Services may require payment of subscription fees or other charges. By purchasing a subscription, you agree to pay all applicable fees, taxes, and charges associated with your use of the Services.

Unless otherwise stated in an order form or other written agreement:

• fees are stated in U.S. dollars;

• fees are non-cancelable and non-refundable, except as required by law;

• subscriptions renew automatically for successive periods equal to the initial subscription term unless canceled before renewal; and

• you authorize us and our payment processors to charge your payment method for all applicable fees and taxes.

If your payment fails, we may suspend or terminate your access to the Services.

Enterprise customers may be subject to separate order forms, invoices, or custom billing arrangements.

5. Enterprise Terms

If you have entered into a separate written agreement, order form, or enterprise agreement with DAT.ai, that agreement will control to the extent it conflicts with these Terms. These Terms will otherwise continue to apply.

6. License and Permitted Use

Subject to these Terms and your payment of applicable fees, DAT.ai grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business purposes or other permitted purposes expressly approved by DAT.ai.

You may use the Services only in compliance with these Terms, applicable law, and any documentation, usage guidelines, or technical restrictions we make available.

7. Restrictions and Prohibited Conduct

You may not, and may not permit any third party to:

• copy, modify, distribute, sell, lease, sublicense, or resell the Services, except as expressly authorized in writing;

• reverse engineer, decompile, disassemble, or attempt to derive source code, underlying models, or trade secrets from the Services, except to the limited extent prohibited by law;

• interfere with or disrupt the integrity, performance, or security of the Services;

• bypass, disable, or circumvent rate limits, access controls, technical protections, or usage restrictions;

• access or use the Services in a way that violates law, regulations, third-party rights, or contractual obligations;

• use the Services to store, transmit, or facilitate malicious code, spam, phishing, fraud, harassment, or unlawful surveillance;

• use the Services to engage in unauthorized scraping, credential theft, account compromise, denial-of-service activity, bot abuse, or unlawful automation;

• access systems, websites, or data without authorization or in violation of applicable terms or law;

• use the Services in connection with dangerous or high-risk activities where failure could lead to death, personal injury, environmental harm, or significant property damage; or

• misrepresent your identity, affiliation, or authorization when using the Services.

We may investigate suspected violations and may suspend or terminate access immediately if we believe your use poses risk to the Services, other users, third parties, or DAT.ai.

8. Customer Data

You may submit data, prompts, inputs, URLs, configurations, requests, or other content to the Services (collectively, "Customer Data"). You retain your rights in Customer Data, subject to the rights you grant to DAT.ai under these Terms.

You grant DAT.ai a worldwide, non-exclusive, royalty-free license to host, process, transmit, store, reproduce, modify, and otherwise use Customer Data as necessary to provide, maintain, support, secure, monitor, improve, and enforce the Services and these Terms.

You represent and warrant that:

• you have all necessary rights, permissions, and legal bases to provide Customer Data to us and to authorize our processing of it;

• Customer Data and your use of the Services will not violate law or infringe, misappropriate, or otherwise violate any third-party rights; and

• you are solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data.

9. Logs, Usage Data, and Operational Data

We may collect and generate logs, telemetry, metadata, performance data, usage statistics, and other operational information relating to your use of the Services. We may use such information to operate, secure, maintain, support, analyze, improve, and develop the Services, and for billing, fraud prevention, compliance, and enforcement purposes.

To the extent permitted by law, we may also use aggregated and de-identified data for analytics, benchmarking, and product improvement, provided that such data does not identify you or reveal your confidential information.

10. Security

We use reasonable administrative, technical, and organizational measures designed to protect the Services and Customer Data. However, no service is completely secure, and you acknowledge that use of the Services involves risks inherent to internet-based and distributed systems.

You are responsible for maintaining your own security controls, backups, and internal safeguards appropriate to your use of the Services.

11. Third-Party Services

The Services may interoperate with, rely on, or provide access to third-party websites, software, APIs, infrastructure providers, models, tools, or services. DAT.ai does not control and is not responsible for third-party services, including their availability, security, accuracy, legality, or terms.

Your use of third-party services is governed solely by the applicable third-party terms and policies.

12. Beta Features

We may make available alpha, beta, preview, or experimental features ("Beta Features"). Beta Features may be incomplete, unstable, or changed at any time. Beta Features are provided as-is, may not be supported, and may be subject to additional terms.

DAT.ai will have no liability arising out of or related to Beta Features to the maximum extent permitted by law.

13. Intellectual Property

The Services, including all software, APIs, SDKs, documentation, content, designs, workflows, know-how, and related intellectual property, are owned by DAT.ai or its licensors and are protected by applicable intellectual property laws.

Except for the limited rights expressly granted under these Terms, no rights, title, or interest in or to the Services are granted to you.

If you provide suggestions, feedback, or ideas regarding the Services, you grant DAT.ai a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable right to use, modify, and exploit such feedback without restriction or obligation.

14. Confidentiality

If, in connection with your use of the Services, either party discloses non-public information that is marked or reasonably understood to be confidential ("Confidential Information"), the receiving party will use reasonable care to protect it and will not use or disclose it except as necessary to perform under these Terms, enforce these Terms, or as required by law.

Confidential Information does not include information that:

• is or becomes publicly available without breach of an obligation;

• was lawfully known to the receiving party before disclosure;

• is lawfully received from a third party without restriction; or

• is independently developed without use of the disclosing party's Confidential Information.

15. Suspension and Termination

We may suspend or terminate your access to the Services immediately, with or without notice, if:

• you breach these Terms;

• you fail to pay amounts when due;

• we believe your use poses security, legal, or operational risk;

• we are required to do so by law or by a third-party provider; or

• we discontinue the relevant portion of the Services.

You may stop using the Services at any time. Termination does not relieve you of payment obligations accrued before termination.

Upon termination:

• your rights to access and use the Services cease immediately;

• we may deactivate or delete your account and associated data in accordance with our retention practices and legal obligations; and

• provisions that by their nature should survive termination will survive, including provisions on fees owed, intellectual property, disclaimers, limitations of liability, indemnification, confidentiality, and dispute resolution.

16. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, DAT.ai AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR ACHIEVE ANY PARTICULAR RESULT.

DAT.ai does not warrant that outputs, results, or information generated or obtained through the Services will be accurate, complete, lawful, or suitable for your intended use. You are solely responsible for reviewing and validating all outputs and use cases.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DAT.ai AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF DAT.ai ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY YOU TO DAT.ai FOR THE SERVICES DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

The limitations in this Section apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and even if any limited remedy fails of its essential purpose.

18. Indemnification

You will defend, indemnify, and hold harmless DAT.ai and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any claims, actions, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• your use of the Services;

• your Customer Data;

• your violation of these Terms;

• your violation of applicable law; or

• your infringement, misappropriation, or violation of any third-party rights.

DAT.ai reserves the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with that defense.

19. Compliance With Laws

You agree to comply with all applicable laws, regulations, sanctions, export controls, and trade restrictions in connection with your use of the Services. You may not use the Services if you are located in, organized in, or ordinarily resident in a country or territory subject to applicable embargoes or sanctions, or if you are otherwise prohibited from receiving the Services under applicable law.

20. Privacy

Our collection and use of personal data is described in our Privacy Policy, which is incorporated by reference into these Terms.

21. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we may provide notice by posting the updated Terms on our website, through the Services, or by other reasonable means. The updated Terms will become effective on the stated effective date.

Your continued use of the Services after the effective date of revised Terms constitutes your acceptance of the revised Terms.

22. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

Any legal action or proceeding arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Delaware, and each party irrevocably consents to the jurisdiction and venue of those courts.

23. Miscellaneous

These Terms constitute the entire agreement between you and DAT.ai regarding the Services, except for any separate written agreement between you and DAT.ai.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

You may not assign or transfer these Terms, in whole or in part, without DAT.ai's prior written consent. DAT.ai may assign these Terms without restriction.

No waiver of any breach or default will be deemed a waiver of any subsequent breach or default.

Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and DAT.ai.

24. Contact

If you have questions about these Terms, please contact us at:

SHRD Cloud Inc.
1004 orange street
Wilmington
New castle 
DE19801
es@dat.ai

Founder Notes for Finalization

Replace the bracketed placeholders before publishing:

• Legal entity name

• Effective date

• Business address

• Contact email

Optional items to decide before final legal review:

• whether subscriptions auto-renew by default;

• whether you want a stronger restriction on reselling or white-labeling;

• whether to add a separate acceptable use policy;

• whether to add arbitration instead of Delaware courts;

• whether to add a data processing addendum for enterprise customers.