Terms of Service

These Terms of Service (these “Terms”) are a binding agreement between Urdi, Inc., a Delaware corporation (“Urdi,” “we,” “us,” or “our”), and the customer accepting them (“Customer,” “you,” or “your”). They govern your access to and use of the urdi.ai website, the Urdi platform, the Urdi mobile applications, and all related services (together, the “Services”).

By creating an account, clicking to accept, requesting early access, or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

1. Eligibility, accounts, and who you are

1.1 Business use. The Services are designed and offered for business, professional, and organizational use. By accepting these Terms you represent that you are using the Services for business, professional, educational, or other non-household purposes, and not as a consumer for personal or household purposes.

1.2 Authority. If you accept these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization, and “Customer” refers to that organization. All accounts, workspaces, and pods created under the organization’s account belong to the organization.

1.3 Age. You must be at least 16 years old to use the Services. The Services are not directed at, and may not be used by, anyone under 16.

1.4 Territorial availability. The Services are operated from the United States and are directed to users in jurisdictions where we choose to offer them. The Services are not directed to, offered to, or intended for use by persons located in the European Economic Area, the United Kingdom, or Switzerland, and we do not target or market the Services to those regions. If you nevertheless access the Services from any such region or from anywhere else, you do so on your own initiative and are responsible for compliance with your local laws.

1.5 Account security. You are responsible for all activity that occurs under your account, including activity by your users, your API tokens, and any person or system you allow to access your account. You must keep credentials confidential, configure access controls appropriately, and notify us promptly at support@urdi.ai if you suspect unauthorized access. We are not liable for losses arising from unauthorized use of your account that results from your failure to do any of the above.

2. Definitions

• “Customer Content” means all data, content, code, and materials that you or your users submit to the Services or make accessible to the Services, including content ingested from Connected Services (such as email messages, calendar data, contacts, files, chat messages, CRM records, and meeting notes or transcripts), records created in Urdi apps, source code, credentials and secrets you elect to store, and Inputs.
• “Inputs” means prompts, instructions, configurations, and other material you provide to AI features of the Services.
• “Outputs” means content generated by AI features of the Services in response to Inputs.
• “Actions” means operations that AI features of the Services perform on your behalf, such as sending emails or messages, creating or modifying records, browsing the web, calling third-party services, or writing and executing code.
• “Connected Services” means third-party products and services that you choose to connect to the Services (for example Google Workspace, Slack, HubSpot, GitHub, Figma, Asana, or a meeting-notes provider).
• “Customer Applications” means software, mini apps, apps, skills, tools, agents, automations, connectors, integrations, workflows, components, plugins, and similar products or functionality that you or your users build, configure, submit, make accessible, deploy, or run using the Services.
• “Customer Application Materials” means Customer Applications and all related source code, object code, prompts, instructions, configurations, workflows, documentation, data schemas, interfaces, designs, icons, images, audio, video, text, listings, metadata, and other materials, whether public, unpublished, or kept private within the Services.
• “Customer Identity Materials” means your legal and trade names, logos, trademarks, service marks, trade dress, brand assets, business and biographical information, testimonials and quotes, the names, images, voices, and likenesses of you and your personnel, your relationship with Urdi, and screenshots, recordings, listings, and other materials that identify or depict any of the foregoing.
• “Beta Services” means any part of the Services identified as alpha, beta, preview, early access, evaluation, or similar, and the Services as a whole for as long as they are offered in an early-access program.

3. Early access and Beta Services

The Services are currently offered in early access. Beta Services are provided “AS IS” and “WITH ALL FAULTS,” for evaluation purposes, without any service-level commitment, support obligation, warranty, or indemnity. We may modify, suspend, or discontinue Beta Services, including any Customer Content stored in them, at any time, with or without notice, and we may grant, deny, or revoke access to the early-access program at our discretion. Non-public information about Beta Services is our confidential information. You should maintain independent copies of anything you cannot afford to lose. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO BETA SERVICES WILL NOT EXCEED THE LESSER OF US $1,000 AND THE FEES YOU PAID US FOR THE BETA SERVICES IN QUESTION.

4. Subscriptions, billing, and free tier

4.1 Fees and renewal. Paid plans are billed in advance on a recurring basis and renew automatically until cancelled. You authorize us and our payment processor to charge your payment method for all fees due, plus applicable taxes. You can cancel at any time, effective at the end of the current billing period.

4.2 Price changes. We may change prices with at least 30 days’ notice; changes take effect at your next renewal.

4.3 Refunds. Except where required by law, fees are non-refundable and there are no credits for partial periods, downgrades, or unused capacity.

4.4 Free tier. We may offer free plans or trials. We may change, limit, suspend, or withdraw free plans at any time without notice or liability.

4.5 Usage-based costs. Some features (for example AI model usage) may consume metered capacity or budgets. You are responsible for usage incurred under your account, including usage initiated by your users and by Actions taken by agents you have enabled.

5. Customer Content

5.1 Ownership. You retain all rights in Customer Content, subject to the licenses and other rights you grant in these Terms. We claim no ownership of Customer Content merely because you submit it to or make it accessible through the Services.

5.2 License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, process, modify (for example to index, embed, or format), and create technical copies of Customer Content, and to create aggregated and de-identified data from it, to provide, secure, operate, and improve the Services, to develop, train, evaluate, and improve our models and features, to comply with law, and as otherwise permitted by these Terms and our Privacy Policy.

5.3 Your responsibilities and warranties. You are solely responsible for Customer Content. You represent and warrant that:

• you have all rights, permissions, notices, and consents necessary to submit Customer Content to the Services and to allow it to be processed, and used to develop and improve our models, features, and the Services, as described in these Terms. That includes personal data of your customers, prospects, employees, students, and other third parties, the contents of email threads and meeting transcripts that involve other people, and any data relating to minors;
• you have all rights, licenses, permissions, releases, notices, and consents necessary to grant the licenses in Sections 9.4 and 11.2, including rights in third-party and open-source components and permission to use the names, images, voices, likenesses, quotes, and testimonials of your personnel and other people depicted in Customer Identity Materials;
• we have not provided any notice or obtained any consent on your behalf, and you will obtain and maintain all notices, consents, and approvals required by applicable law for your use of the Services;
• Customer Application Materials do not contain credentials or secrets, or personal data that you are not authorized to have hosted, modified, shared, distributed, sublicensed, and otherwise used as described in Section 9.4;
• your Customer Content and your use of the Services comply with applicable law, including data protection laws (such as the GDPR, where applicable to you), marketing and communications laws (such as CAN-SPAM, CASL, and the TCPA), and children’s privacy laws (such as COPPA); and
• you will not use the Services or any data obtained through them for any purpose governed by the Fair Credit Reporting Act, for making eligibility decisions about credit, insurance, employment, or housing, or for any unlawful surveillance.

5.4 Data accuracy. The Services may sync, aggregate, transform, or enrich data from many sources. WE DO NOT REPRESENT OR WARRANT THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, OR QUALITY OF ANY DATA IN OR PRODUCED BY THE SERVICES, INCLUDING DATA SYNCED FROM CONNECTED SERVICES AND ENRICHED CONTACT OR COMPANY DATA. YOUR USE OF AND RELIANCE ON SUCH DATA IS AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ITS ACCURACY AND THE LEGALITY OF YOUR USE OF IT.

6. Sensitive data

6.1 Elective storage. Certain features let you store credentials, secrets, API keys, and source code. You choose whether to use them. You are responsible for deciding whether the Services are appropriate for any given category of data and for configuring access accordingly.

6.2 Prohibited data. Unless we have agreed otherwise in a separate written agreement, you may not submit to the Services: protected health information subject to HIPAA; cardholder data subject to PCI DSS (other than through our payment processor); data subject to GLBA, FISMA, or ITAR; or other data subject to a regulatory regime that imposes obligations on service providers beyond those in these Terms. If you do, you do so at your own risk and you are solely responsible for the consequences.

7. Connected Services and OAuth access

7.1 Your choice, your risk. You decide which Connected Services to link and what scopes and resources to grant. If you permit the Services or any third party to access your accounts on Connected Services (for example by OAuth grant, API key, or token), you do so at your sole risk. Connected Services are not part of the Services; they are governed by your separate agreements with their providers, and we make no representations about them.

7.2 No responsibility for Connected Services. We are not responsible for Connected Services, their availability, their security, their data practices, or their acts or omissions, nor for any disclosure, modification, loss, or deletion of Customer Content resulting from access by or through a Connected Service. We may add, change, suspend, or remove integrations at any time.

7.3 Google user data. Urdi’s use and transfer to any other application of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements.

8. AI features, agents, and Actions

8.1 Nature of AI. The Services include features built on large language models and other machine-learning systems. These are probabilistic technologies. Outputs may be inaccurate, incomplete, misleading, biased, or offensive even when they appear confident and correct, and may not be unique to you. Actions may fail, may not operate as you intended, and may produce unexpected or unintended results. You accept that agentic features can behave unpredictably and that this is an inherent characteristic of the technology, not a defect.

8.2 Authorization of Actions. When you enable agents or automations, you authorize, and agree to be legally bound by, the Actions taken on your behalf by the Services in accordance with your settings, configurations, and instructions. That covers emails and messages sent, records created or changed, code written, executed, or deployed, web requests made, and metered usage or costs incurred. As between you and us, Actions are attributed to you.

8.3 Your supervision duties. You are solely responsible for evaluating Outputs and supervising Actions, including: reviewing Outputs for accuracy and appropriateness before relying on them or sharing them; configuring the approval, permission, and scoping controls the Services provide; and applying human review wherever the law requires it or the consequences of an error would be significant. You must not rely on factual assertions in Outputs without independently verifying them.

8.4 High-risk uses. Some decisions carry legal or similarly significant effects for a person: medical, legal, financial, insurance, employment, academic, housing. You may not use Outputs or Actions as the sole basis for any of those without review by a qualified professional. You are responsible for disclosing the use of AI to your own users and customers where required by law.

8.5 Model training and improvement. We may use Customer Content, Inputs, Outputs, and data derived from them to provide, operate, secure, and improve the Services and to develop, train, evaluate, and improve our models, features, and machine-learning systems, except that we will not use information received from Google APIs to train generalized AI or machine-learning models (see Section 7.3), and except where applicable law provides otherwise. Customer Content may also be sent to third-party model providers to provide features to you, as described in our Privacy Policy and subprocessor list. We may create and use aggregated and de-identified data for any lawful purpose.

8.6 Output ownership. As between you and us, and to the extent permitted by law, you own the Outputs generated for you. Because of the nature of AI, Outputs may be similar or identical to outputs generated for others, and no rights are granted in anyone else’s outputs.

9. Customer Applications and development features

9.1 Your software. The Services let you (and agents acting on your instructions) build, run, and deploy Customer Applications, execute code in sandboxes, and host source code. As between you and us, you retain ownership of Customer Application Materials, subject to the license in Section 9.4. You are solely responsible for Customer Applications and Customer Application Materials, including their functionality, security, legality, data handling, licensing (including open-source compliance), and export-control compliance.

9.2 Your end users. If your Customer Applications are used by other people (employees, students, customers, or anyone else), you are solely responsible to those people. We are not a party to your relationship with them, we owe them no obligations, and you will handle all support, notices, consents, and claims relating to your Customer Applications.

9.3 Code execution. Code executed through the Services runs at your direction, whether you wrote it or an AI feature generated it. You are responsible for reviewing code before deploying it to production or pointing it at systems or data that matter to you.

9.4 License to Customer Application Materials. You grant Urdi and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable (through multiple tiers) license to use, host, store, cache, copy, reproduce, execute, run, test, analyze, modify, adapt, translate, reformat, combine, create derivative works from, publish, publicly display and perform, transmit, distribute, make available, market, promote, license, sell, commercialize, and otherwise exploit Customer Application Materials, in source-code, object-code, or any other form, through any medium or channel now known or later developed, for any lawful business purpose. This license applies to all Customer Application Materials, whether public, unpublished, kept private, withdrawn, deleted, or removed from a catalog or marketplace. We may exercise these rights ourselves or through affiliates, service providers, distributors, partners, customers, users, and other third parties, including by making Customer Application Materials available through the Services, catalogs, marketplaces, repositories, and third-party channels on free or paid terms. We may determine their availability, packaging, pricing, and commercial terms and retain all related fees and revenue, without further notice, consent, approval, attribution, accounting, or compensation, unless we separately agree otherwise in writing. We have no obligation to retain, distribute, or continue offering any Customer Application Materials. Termination of these Terms, closure of your account, or withdrawal or deletion of Customer Application Materials does not terminate this license or any sublicense or end-user right granted under it.

9.5 Protected data and third-party rights. Section 9.4 does not authorize us to disclose credentials or secrets, does not reduce our obligations concerning Customer Personal Data under the DPA or applicable law, and does not override the Google API data restrictions in Section 7.3. Third-party and open-source materials remain subject to applicable third-party license terms to the extent those terms cannot be superseded by the rights you grant us. We may remove, disable, or restrict Customer Application Materials at any time, including in response to an infringement, privacy, security, or legal concern, without limiting the continuing effect of rights already granted under Section 9.4.

10. Acceptable use

You may not, and may not permit or instruct anyone (including an agent) to:

• use the Services in violation of applicable law or these Terms, or for any fraudulent, deceptive, or infringing purpose;
• probe, breach, or circumvent security or authentication measures, or access accounts, data, or systems without authorization;
• interfere with or disrupt the Services, or impose unreasonable load on them;
• send spam or unlawful communications, or violate marketing, anti-robocall, or wiretap laws;
• scrape or harvest data in violation of law or third-party terms, or use the Services to violate others’ privacy or publicity rights;
• use data from the Services for FCRA-regulated purposes or eligibility decisions (see Section 5.3);
• build or operate a service directed at children without complying with all applicable children’s privacy and education laws;
• upload malicious code, or use the Services to develop or distribute malware;
• resell, sublicense, or provide the Services to third parties except through Customer Applications as permitted by these Terms; or
• reverse engineer the Services except to the extent a law expressly permits it despite this clause, or use the Services to build a competing product.

We may investigate suspected violations and may remove content, restrict features, or suspend access as described in Section 15.

11. Intellectual property, feedback, and customer identity

11.1 Our property and feedback. We and our licensors own the Services and everything in them other than Customer Content and Outputs, including all software, models, interfaces, designs, and documentation. No rights are granted except as expressly stated in these Terms. If you give us feedback or suggestions, we may use them without restriction or obligation to you.

11.2 Customer identity and publicity license. You grant Urdi and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, publish, display, perform, transmit, distribute, modify, crop, resize, adapt, combine, create derivative works from, and otherwise exploit Customer Identity Materials for any lawful business, advertising, publicity, or promotional purpose. This includes identifying you as a current or former customer, user, developer, publisher, or partner and using Customer Identity Materials on or through the Services, our websites, catalogs, marketplaces, app listings, advertisements, social media, press releases, presentations, sales materials, demonstrations, case studies, videos, screenshots, recordings, and other public or private communications, in any medium or channel now known or later developed. We may exercise these rights without further notice, consent, approval, attribution, or compensation and may continue to do so after these Terms end. We will not knowingly make a materially false statement about the nature of your relationship with Urdi.

12. Privacy and data processing

Our Privacy Policy describes how we handle personal data. To the extent Customer Content includes personal data protected by applicable data protection law, our Data Processing Addendum (the “DPA”) is incorporated into these Terms by reference and applies. In the event of a conflict regarding the processing of personal data, the DPA controls.

13. Confidentiality

Each party will protect the other’s non-public information with at least reasonable care, use it only in connection with these Terms, and not disclose it except to personnel and contractors under confidentiality obligations, or as required by law (with notice where lawful). Our exercise of the rights granted in Sections 9.4 and 11.2, including disclosure or distribution authorized by those Sections, does not violate this Section. Customer Application Materials, Customer Identity Materials, and the existence or nature of your relationship with Urdi are not your confidential information to the extent we are authorized to use or disclose them under those Sections.

14. Security

We maintain administrative, technical, and organizational measures designed to protect Customer Content, as described in the DPA. However, you acknowledge that no security measures are perfect: we cannot and do not guarantee that our security procedures will be error-free, that transmissions of Customer Content over networks will always be secure, or that unauthorized third parties will never be able to defeat our or our providers’ security measures. You are responsible for your side of security: credential hygiene, access management, the scopes you grant, your configurations, the security of your Customer Applications, and maintaining your own backups of Customer Content. You will notify us promptly at support@urdi.ai of any suspected compromise relating to the Services. We are not responsible for security incidents attributable to your configurations, your credentials, your users, your Customer Applications, or Connected Services.

15. Suspension and termination

15.1 By you. You may stop using the Services and cancel at any time.

15.2 By us. We may suspend or restrict the Services (in whole or in part) immediately if we reasonably believe: your use violates these Terms or the law; your account presents a security, legal, or operational risk to us, other customers, or third parties; or amounts you owe are overdue. We may terminate these Terms for material breach that is not cured within 30 days of notice, and we may terminate free or Beta Services at any time. We are not liable for losses arising from suspension or termination in accordance with these Terms.

15.3 Effect. On termination, your access ends, and the Sections that by their nature should survive do so, including 5.3, 5.4, 9.4, 9.5, 11.2, and 8 through 24. For paid plans, we will make Customer Content available for export for 30 days after termination, after which we may delete it in accordance with the DPA and our retention practices. For free and Beta Services, we may delete Customer Content without an export window. Deletion of Customer Content from our active systems does not terminate the licenses, sublicenses, or end-user rights granted under Sections 9.4 and 11.2 or require deletion of materials we are entitled to retain under those Sections, except to the extent the DPA or applicable law requires deletion of personal data.

16. Modifications to the Services and to these Terms

We may change or discontinue features at any time, and we may update these Terms. If a change is material, we will give notice (for example by email or in-product) at least 14 days before it takes effect, except changes required by law or addressing new features, which may take effect immediately. Your continued use after the change takes effect constitutes acceptance. If you do not agree, stop using the Services and cancel before the change takes effect.

17. Mobile applications and app stores

If you obtain our apps through the Apple App Store or Google Play: (a) these Terms are between you and Urdi only, and Apple and Google are not parties, are not responsible for the app or its content, and owe you no maintenance, support, warranty, or indemnity obligations; (b) your use must comply with the applicable store’s terms and usage rules; (c) Apple and its subsidiaries are third-party beneficiaries of these Terms with respect to the iOS app and may enforce them against you; (d) in the event of any failure of the iOS app to conform to an applicable warranty, you may notify Apple and Apple will refund the purchase price (if any), and to the maximum extent permitted by law Apple has no other warranty obligation; and (e) you represent that you are not located in an embargoed country and are not on any prohibited-party list. You can delete your account from within the app or at urdi.ai/support.

18. Third-party materials

The Services may display or rely on third-party content, models, data, and open-source software. Third-party materials are provided “AS IS”; we do not control them and are not liable for them. Third-party model providers’ acceptable-use terms may also apply to your use of AI features.

19. Warranty disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, ALL OUTPUTS AND ACTIONS, BETA SERVICES, CONNECTED SERVICES INTEGRATIONS, AND ALL DATA SYNCED TO OR MADE AVAILABLE FROM THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT OUTPUTS OR ACTIONS WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR YOUR PURPOSES, OR THAT DATA WILL NOT BE LOST, CORRUPTED, OR ACCESSED WITHOUT AUTHORIZATION. NO ADVICE OR INFORMATION OBTAINED FROM US OR THROUGH THE SERVICES CREATES ANY WARRANTY.

20. Limitation of liability

20.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS, OR FOR ANY LOSS, CORRUPTION, UNAUTHORIZED ACCESS TO, OR UNAUTHORIZED DISCLOSURE OF DATA, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE GREATER OF (A) US $100 AND (B) THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. IF YOU USE ONLY FREE SERVICES, OUR TOTAL AGGREGATE LIABILITY WILL NOT EXCEED US $100. BETA SERVICES ARE SUBJECT TO THE LOWER CAP IN SECTION 3.

20.3 What is not limited. Nothing in these Terms excludes or limits liability for gross negligence, willful misconduct, or fraud; for death or personal injury caused by negligence; for either party’s liability with respect to any individual’s data protection rights that cannot be limited by applicable law; or for any other liability that cannot be excluded or limited by applicable law. Your payment obligations and your liability under Section 21 (Indemnification) are not subject to the cap in Section 20.2.

20.4 Basis of the bargain. The allocations of risk in Sections 3, 5, 7, 8, 14, 19, 20, and 21 are essential to these Terms and apply even if a remedy fails of its essential purpose. The Services would not be offered at these prices without them.

21. Indemnification

You will defend, indemnify, and hold harmless Urdi and its officers, directors, employees, and agents from and against all claims, demands, investigations, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your access to or use, or alleged use, of the Services; (b) Customer Content, Customer Application Materials, or Customer Identity Materials, including any claim that they were collected, provided, licensed, processed, modified, displayed, distributed, marketed, or otherwise used without sufficient rights, licenses, releases, notices, or consents, or that they infringe or violate any third-party right, including intellectual-property, open-source-license, privacy, publicity, or confidentiality rights; (c) your Customer Applications and any claims by their users or by any person affected by them; (d) Actions taken by agents pursuant to your settings, configurations, or instructions; (e) your violation of these Terms or of applicable law; and (f) any dispute between you and any third party. We may assume the exclusive defense and control of any matter subject to indemnification (at our own expense), in which case you will cooperate with us. You may not settle any claim in a way that imposes obligations on us without our prior written consent.

22. Governing law and dispute resolution

22.1 Governing law. These Terms and any dispute arising out of them are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules and excluding the UN Convention on Contracts for the International Sale of Goods.

22.2 Informal resolution first. Before filing any claim, the party with the dispute must send the other a written description of it (legal@urdi.ai for us) and give the other party 30 days to resolve it. Most disputes can be resolved this way.

22.3 Binding arbitration. Any dispute not resolved informally will be finally resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, conducted in English. The seat of arbitration is Wilmington, Delaware; hearings may be conducted remotely by videoconference. Judgment on the award may be entered in any court of competent jurisdiction. If you are an individual, we will pay all arbitration fees and costs beyond the equivalent of the then-current AAA individual filing fee. The arbitrator decides all issues except that a court decides issues relating to the scope, enforceability, and arbitrability of this Section.

22.4 Exceptions. Either party may (a) bring an individual claim in small-claims court, and (b) seek injunctive or other equitable relief in court for infringement or misuse of intellectual property or confidential information, or unauthorized access to the Services.

22.5 Class action and jury waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. If the class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in court, and the waiver remains effective for all other claims.

22.6 Mass filings. If 25 or more similar arbitration demands are brought by or with the assistance of coordinated counsel, the parties agree the demands will be batched and resolved in staged proceedings: the AAA will administer 10 bellwether arbitrations first, and the remaining demands will be tolled until the bellwethers conclude, followed by good-faith global mediation before further batches proceed.

22.7 Opt-out. You may opt out of Sections 22.3, 22.5, and 22.6 by emailing legal@urdi.ai with the subject “ARBITRATION OPT-OUT,” your account email, and a clear statement that you opt out, within 30 days of first accepting these Terms. Opting out does not affect any other Section.

22.8 Mandatory protections. If, notwithstanding Section 1.4, you are an individual using the Services as a consumer in a jurisdiction whose mandatory law grants you protections that cannot be waived by contract: nothing in these Terms deprives you of those protections; the mandatory consumer-protection law of your place of residence applies to the extent it conflicts with these Terms; you may bring proceedings in the courts of your place of residence where that law so requires; and Sections 22.3, 22.5, and 22.6 apply to you only to the extent enforceable under that law. Nothing in these Terms limits any right you may have under applicable data protection law.

22.9 Venue fallback. For any dispute not subject to arbitration and not covered by Section 22.8, the state and federal courts located in Wilmington, Delaware have exclusive jurisdiction, and the parties consent to personal jurisdiction there.

23. Export and sanctions

You may not use the Services in violation of US export-control or sanctions laws, and you represent that you are not located in, under the control of, or a national or resident of any embargoed country, and are not a denied or restricted party.

24. General

24.1 Entire agreement. These Terms (together with the Privacy Policy, DPA, and any ordering documents) are the entire agreement between the parties regarding the Services and supersede all prior agreements on that subject. Terms in your purchase orders or vendor forms have no effect.

24.2 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full force.

24.3 Waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

24.4 Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, corporate reorganization, or sale of assets.

24.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party providers, acts of God, labor disputes, internet failures, and governmental acts.

24.6 Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, or joint venture.

24.7 Notices. We may give notice by email to your account address or in-product. Notices to us go to legal@urdi.ai.

25. Contact

Urdi, Inc.

• Legal notices: legal@urdi.ai
• Everything else: support@urdi.ai