Understand Tech – Terms & Conditions

Effective Date: September 16th, 2026.

These Terms & Conditions ("Terms") govern access to and use of the Understand Tech software-as-a-service platform, the AI-in-a-Box appliance subscriptions, and related websites and services (collectively, the "Service") provided by Understand Tech Inc., a Delaware corporation with offices at 100 Church St, Rm 800, New York, NY 10007-2621, United States ("Understand Tech," "we," "us"). By creating an account, clicking accept, placing an order, issuing a purchase order, signing a quote, or using the Service, the entity you represent ("Customer," "you") agrees to these Terms.

These are our standard terms. They apply as-is to every plan (Explorer, Business, AI-in-a-Box and Enterprise) unless a written Order Form, Quote or Enterprise Agreement signed by both parties modifies specific clauses. Plan features, allowances and prices are those published at https://understand.tech/pricing on the order date or stated in your Quote.

1. Accounts, Eligibility & B2B Use

1.1 Business Use Only. The Service, including online purchases of AI-in-a-Box subscriptions, is offered exclusively to business customers (B2B). By subscribing or ordering, you represent that you act on behalf of a business entity and have authority to bind that entity. Consumer protection rules that apply only to consumers do not apply.

1.2 Account Security. You are responsible for maintaining the confidentiality of your credentials and for all activities under your account. Notify us promptly of any unauthorized use.

1.3 Authorized Users. Access is limited to your employees, contractors, and agents acting on your behalf and bound by obligations no less protective than these Terms ("Authorized Users"). Where your plan or Quote provides for it, Authorized Users may also include your channel partners, distributors, suppliers or customers whom you enable to access assistants or portals you operate on the Service for your own business program (for example a channel-enablement portal). Giving such third parties access under your program is not resale under Section 21. You control who may access the Service through your authentication configuration (SSO/OIDC, password, magic link or public access as applicable) and you are responsible for your Authorized Users' compliance with these Terms.

1.4 Key Definitions. "Customer Content" is defined in Section 6.1 and includes outputs generated for you. "Service Commencement Date" means, for SaaS plans, the date we make the Service available to you (for a dedicated instance, the date it is provisioned and accessible on the agreed domain); for AI-in-a-Box, the delivery date of the appliance. "Prompt" means the unit of AI consumption defined in Section 2.6.

2. Plans & Service Levels

2.1 Free Access & Public Assistants. Free access, trials and public AI assistants are provided strictly "as-is" and "as-available", with no service-level commitments or guaranteed support.

2.2 Explorer (monthly SaaS). Explorer is a monthly SaaS subscription purchased online by card, for teams evaluating AI before full adoption. It renews monthly and can be cancelled at any time for the end of the current month. Understand Tech provides a best-effort SLA: commercially reasonable availability, incident response, and email support during business hours. If a material Service interruption occurs and is attributable to us, we may apply service credits or other reasonable compensatory measures case-by-case.

2.3 Business (annual SaaS). Business is an annual SaaS subscription for organizations standardizing AI across teams. It may be ordered online, by signing a Quote, or by issuing a purchase order that references a Quote. The term is twelve (12) months from the Service Commencement Date, renewing automatically for successive twelve (12) month terms unless either party gives thirty (30) days' written notice before the end of the current term; the annual commitment is not cancellable for convenience during the term. Business includes standard support during business hours and the service levels published on the pricing page or in your Quote. Business customers may agree specific terms (for example a DPA, an SLA schedule, or security commitments) in a signed Order Form or addendum; everything not modified there remains governed by these Terms.

2.4 Enterprise. Enterprise covers deployments beyond the standard plans, scoped and priced to your environment: private cloud in your own AWS, Azure or GCP account with customer-controlled keys, dedicated hosted environments operated by us, multi-appliance and multi-site AI-in-a-Box fleets, higher usage tiers, dedicated or private LLMs, and industry solution programs. Enterprise engagements are governed by an Enterprise Agreement or signed Quote that includes the applicable SLA, support and escalation procedures, and prevails over these Terms in case of conflict; until such a document is signed, these Terms apply. Two deployment models have specific rules:
(a) Dedicated hosted environment. We provision, host, operate, patch, monitor, back up and maintain a single-tenant instance on our cloud account, isolated from other customers, served on your custom domain where agreed, within the compute, memory and storage ceilings stated in your Order. Infrastructure and LLM inference costs within those ceilings are included in the fee unless your Order says otherwise. Sustained demand beyond the ceilings is handled as a tier upgrade or change order agreed in writing. You provide the DNS records for your custom domain; on exit we release the domain configuration back to you.
(b) Private cloud (your account). We deploy and operate the platform inside your cloud account. You bear your cloud provider's charges, grant us the access needed to deploy, update and support the platform, and remain responsible for the security and configuration of your account, network and identity provider. Service levels apply only to the components we operate.

2.5 AI-in-a-Box Subscriptions. AI-in-a-Box is an annual subscription that bundles an NVIDIA-based appliance, the Understand Tech platform, hardware warranty, maintenance, support and updates, and a hands-on setup session. It is governed by Section 3 and, where signed, by a Quote or Enterprise Agreement.

2.6 Consumption Model (Prompts). Where a SaaS plan is metered, AI usage is metered in Prompts, pooled across all Authorized Users and measured per calendar month. One Prompt covers up to 25,000 combined tokens (model input plus output) consumed across all model calls needed to fulfil a single user-initiated AI action; an action consuming more is counted as the equivalent number of Prompts, rounded up. Ordinary single-turn actions (a chat message, a document Q&A, a search summary) normally count as one Prompt; multi-step agentic actions (a deck generation, a research report) count as several. Background operations (document extraction, indexing and embeddings, assistant training, connector sync, crawling) do not consume Prompts. Token counts are those reported by the model-provider APIs. Prompts do not roll over; unused Prompts expire at month end. We provide a usage view so your administrators can monitor consumption against the plan allowance. Usage above the allowance is handled as set out in Section 4.5. Local execution on an AI-in-a-Box appliance is not metered (Section 3.9).

2.7 Support, Maintenance & Updates. Support is provided by email or ticket to support@understand.tech. Business hours are Monday to Friday, 08:00 to 21:00 CET, excluding public holidays; for Enterprise plans, critical (Severity 1) incidents are handled 24/7 with the response and restoration targets in the applicable SLA. Every update is validated in our own staging environment before release. For shared SaaS plans, updates are deployed on a rolling basis; for dedicated instances and appliances, feature releases are deployed after a qualification window agreed with your team, and critical security patches may be applied on an expedited basis with prior notice. Scheduled maintenance is performed in off-peak windows with at least five (5) business days' notice where practicable; emergency maintenance may occur with shorter notice. We will not materially reduce the capabilities included in a paid plan during the current term without your consent.

2.8 Service Levels & Credits (framework). Where an SLA applies, monthly uptime is measured as (total minutes minus excluded minutes minus downtime) divided by (total minutes minus excluded minutes), per our monitoring. Excluded minutes are those attributable to scheduled or emergency maintenance, suspension for cause, your systems or identity provider, internet or DNS outside our boundary, outages of third-party LLM providers beyond our control, and force majeure. Service credits, where offered, are your sole and exclusive remedy for availability shortfalls, are capped as stated in the SLA (by default at 50% of one month's fee per month), are applied against a future invoice, and must be claimed in writing within thirty (30) days after the end of the affected month.

2.9 Backups. For SaaS plans we take daily automated backups of your instance's data stores, retained for thirty (30) days, with recovery point and recovery time targets stated in the applicable SLA. For AI-in-a-Box, backups run locally on the appliance (Section 3.8).

2.10 Plan Limits. Each SaaS plan includes the allowances published on the pricing page or in your Quote: Prompts per month, training data ingested per month (measured as the size of documents and sources indexed in the month), admin users, and, for Explorer, a number of assistants and workflows. Prompts above the allowance are handled as overage under Section 4.5. Other limits are hard limits: when reached, the corresponding function (for example indexing new content or adding an admin) is paused until the next month or until you buy an add-on or upgrade at the published price. Allowances are pooled across your Authorized Users and do not roll over. We may adjust allowances at renewal with notice under Section 4.4.

3. AI-in-a-Box Appliance Subscriptions

3.1 What Is Included. Each AI-in-a-Box subscription covers, per appliance and per subscription year:
(a) one NVIDIA-certified GPU appliance (for example, GB10 "for teams" or GB300 "for organizations") delivered pre-provisioned and ready for installation;
(b) a license to run the Understand Tech enterprise platform on that appliance for the subscription term;
(c) full hardware warranty as described in Section 3.8;
(d) maintenance, support, signed offline-capable updates and security patches for the subscription term; and
(e) one hands-on setup session of up to five (5) business days, delivered remotely or on-site, covering delivery validation, installation, configuration, administrator onboarding and team enablement.
Specifications published on our website or in a Quote are based on NVIDIA and OEM information and are confirmed at delivery. Power, acoustics, thermals and mechanical details depend on the specific system delivered.

3.2 Ordering. AI-in-a-Box subscriptions may be ordered (a) by signing a quote issued by Understand Tech (a "Quote") or (b) for eligible configurations such as the GB10, directly online through our checkout. An online order is an offer to purchase. It becomes binding when we send an order confirmation. We may decline or cancel any order before shipment, including for export-control or sanctions screening, fraud prevention, stock availability or a pricing error; in that case we refund any amount received in full and have no further liability. A signed Quote prevails over these Terms for the commercial items it specifies (configuration, quantity, price, discounts, delivery).

3.3 Term & Renewal. Each subscription runs for an initial term of twelve (12) months from the delivery date of the appliance. It renews automatically for successive twelve (12) month terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term. Renewal is at the per-appliance rate stated in the Quote or, for online orders, at our then-current list price; we notify you of any price change at least sixty (60) days before renewal. Promotional or early-access discounts apply to the first subscription year only unless the Quote states otherwise.

3.4 Fees & Payment. Subscription fees are invoiced annually in advance, in US dollars. Payment may be made by credit or debit card, processed by our payment provider (currently Stripe) under that provider's terms, or by wire transfer to the account shown on the invoice. We do not store full card numbers. For online orders, the appliance ships only after payment is received in full. If you pay by card, you authorize us to charge the card on file for each renewal term on the renewal date; we send a reminder at least thirty (30) days before the charge and you may cancel before that date as set out in Section 3.3. Failed or late payments are handled under Section 4.7 and may lead to suspension of the platform and recovery of the appliance.

3.5 Delivery & Site Requirements. Delivery dates are estimates and depend on our hardware suppliers; a delay in delivery does not entitle you to damages. Shipping, insurance and, where applicable, installation travel are as stated in the Quote or at checkout. For deliveries outside the United States, you are the importer of record unless the Quote states otherwise, and you bear import duties, tariffs and customs formalities. You provide, at your cost, a suitable site with the power, cooling, network connectivity, physical security and access needed to install and operate the appliance and to deliver the setup session. Travel and lodging for on-site interventions are re-invoiced at cost upon presentation of receipts.

3.6 Ownership & Right of Use. The appliance remains the property of Understand Tech (or its financing partner) at all times. You receive a right to possess and use it at the delivery site for the subscription term only. You may not sell, lease, pledge, encumber, modify, open, tamper with, remove identification labels from, or relocate the appliance to another site or country without our prior written consent. You keep the appliance free of any lien or claim and inform us promptly of any seizure, loss, theft or damage.

3.7 Risk & Insurance. Risk of loss, theft or damage to the appliance passes to you on delivery and returns to us on collection or receipt of the returned unit. You are responsible for loss or damage not covered by the warranty in Section 3.8, up to the replacement value of the appliance stated in the Quote or, for online orders, our then-current list replacement value. You maintain adequate insurance covering the appliance for that value.

3.8 Hardware Warranty. For the duration of the subscription, if the appliance suffers a hardware failure under normal use, we replace it with a new or equivalent unit within five (5) business days after we confirm the failure. Replacement outside the United States and the European Union may take longer where customs clearance is required. The warranty does not cover damage caused by misuse, accident, unauthorized modification or repair, environmental conditions, power supply issues, software or models not provided by us, or events outside our control. You return the failed unit to us within ten (10) business days after receiving the replacement; a failed unit that is not returned is invoiced at replacement value. We replace hardware; we do not guarantee recovery of data stored on a failed unit. Automated local backups are included, and you are responsible for verifying and, where required, exporting them. Where your security policy requires storage media to remain on your premises, this must be agreed in writing in the Quote.

3.9 Unlimited Local Usage. When the platform runs on the appliance, usage is unlimited: no token, prompt or GPU metering and no additional per-user license fees. Fair-use limits in Section 5.3 do not apply to local execution. Optional access to public or third-party LLM APIs that you enable is subject to the provider's terms and any fees the provider charges.

3.10 Software License & Updates. We grant you a non-exclusive, non-transferable license to run the Understand Tech platform on the subscribed appliance, for your internal business use, during the subscription term. You may not copy the platform to other hardware, reverse engineer it, or make it available to third parties except as expressly permitted. We provide validated, signed updates and security patches, installable offline. You apply security updates within a reasonable time; support may be limited for versions more than two (2) releases behind. Open-source and third-party models and software included on the appliance are provided under their own licenses, which prevail for those components; we make no warranty regarding the accuracy of model outputs.

3.11 Your Data on the Appliance. Data, documents, embeddings, logs and configuration processed on the appliance stay on the appliance, on your premises. We have no access to them unless you open a remote support session or ship the unit to us. The appliance does not send Customer Content to Understand Tech; any optional telemetry is documented and can be disabled. Before returning an appliance you may securely wipe its storage; on request we provide a wipe procedure and, once the unit is received, a certificate of data destruction.

3.12 Third-Party Hardware Terms. AI-in-a-Box is an Understand Tech software-defined AI solution deployed on NVIDIA-certified hardware. NVIDIA and OEM hardware, drivers and firmware are provided under NVIDIA's and the OEM's applicable terms, which you accept when using the appliance.

3.13 Export Control. The appliance contains advanced computing items controlled under the U.S. Export Administration Regulations and other export laws. You confirm that the appliance will be installed and used at the delivery site stated in your order, that you will not export, re-export or transfer it to another country, entity or end use without our prior written consent and any required government authorization, and that you will not use it for any prohibited military, nuclear, chemical, biological or missile end use. Section 14 also applies.

3.14 End of Subscription & Return. When a subscription ends for any reason, your right to use the platform on the appliance ends and you make the appliance available for collection, or return it at our instruction and cost, within thirty (30) days, in the condition received save for normal wear. An appliance not returned within that period is invoiced at its replacement value, and subscription fees continue to accrue pro rata until the appliance is returned or paid for.

3.15 Dedicated Use of the Appliance. The appliance is dedicated to running the Understand Tech platform. You may not install or run other software on it, change its firmware or operating system, or connect it to third-party management tools without our written consent. Unauthorized changes void the warranty and may suspend support until the appliance is restored to its supported configuration.

3.16 Upgrades. At each renewal you may request an upgrade to a newer or larger appliance. Upgrades are priced as a new subscription for the new appliance and the replaced unit is returned under Section 3.14. Where NVIDIA or the OEM discontinues a platform, we may substitute an appliance of equal or better specification at renewal, at no increase in fee for the same tier.

3.17 Cancellation & Refunds. You may cancel an order at no cost until we notify you that the appliance has shipped. After shipment, subscription fees are non-refundable, including for early termination or non-use, except where these Terms or applicable law provide otherwise. This does not limit your rights under the hardware warranty in Section 3.8.

4. Orders, Billing & Taxes

4.1 Monthly Billing (Explorer). Explorer is billed in advance monthly by card and renews automatically unless cancelled before the next billing date.

4.2 Annual Billing (Business, AI-in-a-Box, Enterprise). Annual subscriptions are invoiced annually in advance, as set out in Sections 2.3, 3 or the Enterprise Agreement. Online orders are payable at checkout by card. Invoiced orders are payable within thirty (30) days of the invoice date by wire transfer or card, unless the Quote states otherwise. Where your card is on file for an annual plan, Section 3.4 (automatic renewal charge with prior reminder) applies to it as well.

4.3 Purchase Orders. We accept purchase orders for Business, AI-in-a-Box and Enterprise plans. A purchase order must reference our Quote number and is an acceptance of the Quote and of these Terms. Pre-printed or linked terms on the purchase order or in your procurement portal do not apply (Section 17). The subscription starts on the Service Commencement Date regardless of when your internal approval or invoicing process completes.

4.4 Fees & Changes. Fees apply per the plan or Quote selected. We may update fees effective upon renewal; material changes to subscription pricing will be notified in advance (Section 3.3 for AI-in-a-Box).

4.5 Overage. Metered SaaS plans use soft overage: the Service is not interrupted if monthly pooled usage exceeds the plan allowance. Usage above the allowance is billed monthly in arrears at the overage rate shown on the pricing page or in your Order, per block of 1,000 Prompts or part thereof. If pooled usage exceeds 120% of the allowance for three consecutive months, we may propose a higher tier or custom plan; overage does not change the subscription fee for the current term.

4.6 Taxes, Duties & Tariffs. Prices are exclusive of taxes, duties, tariffs and fees (e.g., VAT, sales tax, import duties). You are responsible for all applicable taxes, duties and fees, other than taxes on Understand Tech's income, and for providing valid tax IDs and exemption certificates where required. If we are required to collect them, they are added to the invoice.

4.7 Late or Failed Payment. If a payment fails or is overdue, we notify you and may retry the card. We may suspend or limit the Service after fifteen (15) days' notice of non-payment. For AI-in-a-Box, if payment remains outstanding thirty (30) days after the due date, we may terminate the subscription and recover the appliance under Section 3.14. You remain responsible for accrued charges, and we may charge interest on overdue amounts at the lesser of 1% per month or the maximum rate permitted by law, plus reasonable collection costs.

4.8 No Refunds. Except as set out in Section 3.17 or where required by law, fees are non-refundable and non-creditable, including for partial periods.

4.9 Contracting Entity & Currency. Your contract is with Understand Tech Inc. unless your Quote, invoice or checkout confirmation names Understand Consulting Group EURL (France) as the contracting entity, which we may do for customers in the European Union. In that case, references to Understand Tech in these Terms mean that entity for your contract, fees may be invoiced in euros, and the governing law and venue in Section 18 are replaced by French law and the courts of Montpellier, France. Everything else in these Terms applies unchanged.

5. Acceptable Use & Fair Use

5.1 Acceptable Use. You will not:
(a) violate laws;
(b) infringe third-party rights (including IP and privacy rights);
(c) probe, scan, or test the vulnerability of the Service, except on your own appliance for your internal security assessments;
(d) interfere with Service integrity or performance;
(e) bypass or disable security controls, model access controls, or usage limits;
(f) use the Service to distribute malware, spam, or illegal content;
(g) use the Service to design, develop or produce weapons or to conduct activities prohibited under export or sanctions laws; or
(h) use outputs to develop or train competing foundation models in violation of these Terms or applicable licenses.

5.2 High-Risk Use. The Service is not designed for use in safety-critical or high-risk environments (e.g., medical diagnosis without professional oversight, air traffic control, nuclear facilities). You remain responsible for human review and validation of any AI-generated result before relying on it in regulated or high-risk contexts.

5.3 Fair Use & Rate Limits. For SaaS plans, we may apply reasonable technical limits (e.g., rate limits, storage, or concurrency caps) to preserve Service stability. Excessive use that materially degrades the Service may be throttled or suspended after notice. Local execution on an AI-in-a-Box appliance is not metered (Section 3.9).

5.4 AI Regulatory Compliance. You decide the purposes for which assistants, workflows and apps built on the Service are used and are the "deployer" of those AI systems under applicable AI regulation, including the EU AI Act. You are responsible for deployer obligations such as informing your users that they interact with an AI system, human oversight, use-case risk assessment, and any notice or registration your use case requires. We provide the technical documentation, model information and logging features reasonably needed for you to meet those obligations, and we will not knowingly enable a use prohibited by applicable AI regulation.

6. Customer Content & Data Handling

6.1 Ownership. "Customer Content" means data, documents, files, prompts, configuration, and inputs you or your users provide (including content synchronized from your systems through connectors or APIs, and content processed on an AI-in-a-Box appliance), together with the outputs the Service generates for you (answers, reports, decks, battle cards and similar artifacts). As between the parties, you own Customer Content, including those outputs, subject to third-party rights in any source material and to Section 13. Understand Tech receives only the limited rights in Section 6.2.

6.2 License to Operate the Service. You grant Understand Tech a non-exclusive, worldwide, royalty-free license to host, process, copy, and display Customer Content solely to provide and support the Service and as otherwise permitted in these Terms or in a DPA/Enterprise Agreement. For AI-in-a-Box, this license applies only to the extent you share Customer Content with us, for example during a support session.

6.3 Use Restrictions. We do not use Customer Content to train foundation models or for the benefit of any other customer; Customer Content is processed solely to provide and support the Service to you. We do not disclose Customer Content to third parties except:
(i) for SaaS plans, to infrastructure and LLM subprocessors you or we select as part of delivering the Service (cloud hosting such as AWS, vector databases, and LLM providers such as OpenAI or Anthropic, used in configurations that disable provider training and logging) as listed in our Privacy Policy, Trust Center and DPA;
(ii) as required by law or legal process; or
(iii) with your prior written consent.

6.4 Data Sources & Rights.
(a) If you connect third-party systems (e.g., SharePoint, Google Drive, OneDrive, Jira, Confluence, GitHub, Azure DevOps, CRM, cloud storage, websites to crawl) you represent and warrant that you have all rights and consents necessary to (1) access those systems, and (2) provide the data to the Service.
(b) You are solely responsible for complying with any contractual or technical restrictions that apply to such systems (for example, website robots.txt, platform terms of use, confidentiality restrictions).
(c) Understand Tech is not responsible for any violation of third-party terms caused by the configuration or content you choose to load into the Service.

6.5 Retention, Export & Deletion. For SaaS plans, we process and retain Customer Content only for the duration necessary to provide the Service, subject to backups and logs. On expiry or termination, we keep Customer Content available for export through the Service for thirty (30) days, then delete it from production systems and, within the backup retention period, from backups, except where retention is required by law or for legitimate business records (e.g., billing, audit). You may also delete content or reset workspaces yourself at any time during the term. For AI-in-a-Box, Customer Content resides on your appliance and deletion is under your control (Section 3.11).

6.6 Public Assistants & Community Content. Public AI assistants are powered by public sources and are intended for informational purposes. Understand Tech is not affiliated with any standards bodies referenced in public assistants (for example, GSMA, ETSI, ISO, IEC, or others). Do not upload confidential or personal data into public assistants. Public assistants and community-shared content must never be relied upon as official legal, medical, or compliance advice.

6.7 End-User Data & CRM Integrations. If you choose to log conversations, users, or events into your CRM or other systems (e.g., HubSpot, Zoho, n8n workflows), you are responsible for:
(a) informing and obtaining any required consent from your end users, and
(b) ensuring that such use complies with applicable data protection laws and your own privacy notices.

6.8 Data Processing Agreement. Where we process personal data on your behalf as a processor, our Data Processing Agreement (DPA), available on request, applies and is incorporated by reference.

6.9 Usage Data. We may collect and use technical and usage data about how the Service is accessed and performs (for example, feature usage, Prompt counts, error logs, performance metrics) to operate, secure, support, bill and improve the Service. Usage data does not include the content of your documents or prompts. Where we publish or share usage data it is aggregated and does not identify you or any individual. For AI-in-a-Box, usage data stays on the appliance unless you enable optional telemetry (Section 3.11).

7. Security, Privacy & Compliance

7.1 Security Measures. We implement industry-standard technical and organizational measures to protect Customer Content: encryption in transit (TLS 1.2 or higher) and at rest, role-based access control with confidentiality levels, audit logging of authentication, administrative changes, ingestion and access activity, tenant-scoped isolation (dedicated compute and isolated data stores for dedicated instances, with no shared inference tenancy), and least-privilege operational practices. Additional details (including our use of key management and encryption architecture) are described in our Security Assurance Plan (Enterprise) and in our public Trust Center (https://trust.understand.tech), where applicable.

7.2 Privacy Policy. Personal data is processed per the Understand Tech Privacy Policy (https://www.understand.tech/privacy-policy). In the event of conflict between these Terms and the Privacy Policy regarding personal data processing, the Privacy Policy controls.

7.3 Incident Response. We maintain incident response processes. In the event of a confirmed security incident impacting Customer Content in our custody, we will notify you without undue delay and cooperate consistent with applicable law. For AI-in-a-Box, you are responsible for incident response on your premises; we provide security patches and support under Section 3.

7.4 Third-Party Services. The Service may interoperate with third-party services you choose to enable (e.g., data sources, identity providers, email providers, CRM, payment providers). Your use of third-party services is governed by their terms; we are not responsible for those services or for any changes they make to their APIs or terms.

7.5 Compliance Programs. For certain plans, we may maintain third-party security or compliance certifications (e.g., SOC 2). The scope and status of such certifications are described in our Trust Center or Security Assurance Plan and do not create additional warranties beyond those in these Terms or an applicable Enterprise Agreement.

8. Features, SSO & Beta

8.1 Feature Changes. We may add, modify, or discontinue features. Material changes that reduce core functionality for paid plans will be communicated in advance.

8.2 Single Sign-On (SSO). SSO may be available depending on plan. Enterprise SSO, advanced compliance controls, and bespoke configurations are provided under the Enterprise Agreement or a specific SSO / implementation statement of work (SOW).

8.3 Beta/Preview Features. Beta or preview features may be identified as such and are provided for evaluation without SLA, may be changed or discontinued at any time, and are provided "as-is."

8.4 Professional Services. Implementation, configuration, custom development, training and other services beyond the included setup are provided under a Statement of Work (SOW) or Quote that states scope, deliverables, fees and schedule. Unless the SOW says otherwise, services are billed on a time-and-materials basis at the rates in the SOW, deliverables are deemed accepted ten (10) business days after delivery unless you notify us in writing of a material non-conformity with the SOW, and ownership of deliverables follows Section 13.2. You provide the access, information and decisions we reasonably need, and delays caused by their absence extend the schedule accordingly.

9. Term, Suspension & Termination

9.1 Term. These Terms remain in effect while you use the Service or hold an appliance. Explorer renews monthly until cancelled. Business renews annually under Section 2.3. AI-in-a-Box renews annually under Section 3.3. Enterprise terms are set in the Enterprise Agreement or Quote.

9.2 Suspension. We may suspend access (in whole or part) if:
(a) required by law;
(b) there is a security or operational risk;
(c) non-payment; or
(d) violations of Section 5.
We will provide notice where reasonably practicable and will work with you in good faith to resolve the issue.

9.3 Termination by Customer. You may cancel Explorer at any time; cancellation takes effect at the end of the current monthly billing cycle. Business and AI-in-a-Box subscriptions are annual commitments and end by notice of non-renewal under Sections 2.3 and 3.3; fees already paid are not refunded (Sections 4.8 and 3.17). Enterprise subscriptions end as set out in the Enterprise Agreement or Quote.

9.4 Termination for Cause. Either party may terminate for material breach if not cured within thirty (30) days after written notice, or if the other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or similar proceedings not dismissed within sixty (60) days. We may also terminate immediately if required by law, if your use creates a substantial and immediate risk to the security or stability of the Service, if you breach Section 3.6 or 3.13, or if any representation in Section 14 is or becomes untrue. Termination under Section 14 does not entitle you to any refund, and we may retain amounts paid to the extent required by law.

9.5 Effect of Termination & Exit. Upon expiry or termination, your Authorized Users' access ends and accrued fees remain due and payable. Customer Content is available for export for thirty (30) days and then deleted per Section 6.5; exports are provided in the Service's standard formats (for example, documents and artifacts in their native formats, assistants, workflows and configuration in a structured export), or in a mutually agreed format for Enterprise customers. For dedicated instances, we de-provision the instance and release the custom domain configuration back to you. For AI-in-a-Box, you export your data using the platform's export tools and return the appliance under Section 3.14.

10. Warranties & Disclaimers

10.1 Free Access. Free access, trials and public assistants are provided as-is and as-available, with no warranties or SLA.

10.2 Paid SaaS Plans. For Explorer and Business, Understand Tech will use commercially reasonable efforts to provide the Service in accordance with Sections 2.2 and 2.3 and the applicable service levels. EXCEPT AS EXPRESSLY STATED, THE SERVICE AND OUTPUTS ARE PROVIDED WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AI-generated outputs may contain errors or hallucinations; you are responsible for verifying results for your use case and for applying appropriate human review.

10.3 Enterprise. Enterprise customers receive the additional warranties and commitments expressly set out in their Enterprise Agreement or Quote and its SLA.

10.4 AI-in-a-Box. For AI-in-a-Box subscriptions, we warrant that the appliance will be free from hardware defects under normal use for the subscription term, with the replacement remedy in Section 3.8 as your sole remedy, and that the platform will perform materially in accordance with its documentation. Sections 10.2 (disclaimer of other warranties and AI outputs) and 10.5 apply to the platform and to model outputs on the appliance.

10.5 No Professional Advice. The Service and its outputs do not constitute legal, medical, accounting, or other professional advice. You remain responsible for obtaining advice from qualified professionals where required.

11. Indemnity

11.1 By Customer. You will defend, indemnify, and hold harmless Understand Tech and its affiliates against third-party claims, damages, and costs (including reasonable attorneys' fees) arising from:
(a) Customer Content;
(b) your use of the Service or the appliance in violation of law or these Terms, including export-control and sanctions laws; or
(c) combinations of the Service with non-Understand Tech products or services that result in infringement claims, to the extent caused by such combination.

11.2 By Understand Tech. For paid subscriptions, we will defend you against third-party claims alleging that the Service or the Understand Tech platform, as provided by us and used in accordance with these Terms, infringes a patent, copyright or trademark or misappropriates a trade secret, and we will pay the damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Content, third-party or open-source models and software, your modifications or configurations, use in combination with items not provided by us, use after we notified you to stop, or AI outputs whose infringing nature results from your prompts or source material. If the Service is or may become subject to such a claim, we may procure the right for you to continue using it, modify or replace it so that it is non-infringing, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid fees for the unused portion of the term (and, for AI-in-a-Box, arrange return of the appliance). This Section states our entire liability for third-party intellectual property claims.

11.3 Procedure. The indemnified party gives prompt written notice of the claim, allows the indemnifying party sole control of the defense and settlement (no settlement may impose obligations or admissions on the indemnified party without its consent), and provides reasonable cooperation at the indemnifying party's expense.

12. Limitation of Liability

12.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO UNDERSTAND TECH FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS DO NOT APPLY TO:
(a) YOUR PAYMENT OBLIGATIONS;
(b) YOUR OBLIGATION TO RETURN THE APPLIANCE OR PAY ITS REPLACEMENT VALUE UNDER SECTIONS 3.7, 3.8 AND 3.14;
(c) YOUR INFRINGEMENT OR MISAPPROPRIATION OF UNDERSTAND TECH INTELLECTUAL PROPERTY; OR
(d) EITHER PARTY'S INDEMNITY OBLIGATIONS UNDER SECTION 11; OR
(e) EITHER PARTY'S BREACH OF SECTION 22 (CONFIDENTIALITY), FOR WHICH AGGREGATE LIABILITY IS LIMITED TO TWO (2) TIMES THE CAP IN THIS SECTION 12.2.

13. Intellectual Property

13.1 Understand Tech IP. We (and our licensors) retain all rights, title, and interest in the Service, software, AI models, connectors, workflow engines, user interfaces, documentation, appliance images and configurations, and all related intellectual property, including any improvements, modifications, or derivative works created by or for Understand Tech.

13.2 Customer-Specific Workflows, Assistants & Templates.
(a) To the extent the parties agree that we will help configure or co-develop customer-specific workflows, prompts, test-case templates, assistants, or similar configurations using the Service ("Customer-Specific Configurations"), then:
(i) Business Logic & Content. As between the parties, Customer owns the functional business logic and domain content embodied in such Customer-Specific Configurations (e.g., sequences of steps, decision rules, wording of legal or policy templates, domain-specific test-case structures).
(ii) Platform Components. Understand Tech retains ownership of all generic, reusable, and underlying technical components used to create and execute such configurations, including but not limited to: the RAG engine, workflow engine, UI components, connectors, APIs, internal libraries, and generic building blocks.
(b) Nothing in this section prevents Understand Tech from re-using generic know-how, patterns, and improvements derived from work with Customer, provided we do not disclose your Confidential Information (Section 22) or reproduce Customer-specific content.

13.3 On-Premise / Appliance Components. For on-premise deployments (e.g., Docker images, virtual appliances, or AI-in-a-Box appliances), unless otherwise agreed in a Quote or Enterprise / On-Prem Agreement:
(a) such components are licensed (not sold) for internal use only, as set out in Section 3.10 for AI-in-a-Box;
(b) Customer may not reverse engineer, redistribute, or provide them to third parties except to the extent expressly authorized; and
(c) the same IP ownership split as in Section 13.2 applies (customer business logic vs. generic platform components).

13.4 Feedback. If you provide suggestions, feedback, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use the feedback for any purpose without restriction or attribution.

14. Export, Sanctions & Anti-Corruption

14.1 Sanctions Representations. You represent and warrant, on the date you accept these Terms and throughout the term, that you and your Authorized Users (a) are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions or an arms embargo under the laws of the United States, the European Union, France or the United Kingdom (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Kherson and Zaporizhzhia regions of Ukraine); (b) are not listed on, and are not fifty percent (50%) or more owned or controlled, directly or indirectly, by any person listed on, a sanctions or denied-party list maintained by those authorities (including the OFAC SDN List, the BIS Entity List and Denied Persons List, and the EU and UK consolidated sanctions lists); and (c) will not permit access to the Service, or transfer any appliance, to any such person or destination. You will notify us immediately if any of these representations ceases to be true.

14.2 Export Controls. The Service, the platform software and the appliances are subject to U.S. and EU export control laws, including the U.S. Export Administration Regulations. GB-class appliances are advanced computing items that require a government licence or are prohibited for shipment to, or use by persons in, certain destinations beyond the embargoed countries above (including China, Hong Kong, Macau, Russia and Belarus and other countries in EAR Country Groups D:1, D:4 and D:5). We may request end-use, end-user and ownership information, and any certification required by law, before accepting or shipping an order. We may decline, delay or cancel an order, or suspend or terminate the Service, without liability, where we reasonably determine that performance would breach export control or sanctions laws or where a required licence is not granted. You will not export, re-export, transfer or provide remote access to the Service or an appliance in violation of these laws, and you comply with the obligations in Section 3.13.

14.3 Anti-Corruption. You will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the French Sapin II law, in connection with your use of the Service and any dealings with Understand Tech.

15. Force Majeure

Neither party is liable for failure or delay to the extent caused by events beyond its reasonable control (e.g., natural disasters, internet failure, acts of government, changes in export or tariff regulations, supplier or component shortages, war, strikes, denial-of-service attacks), provided the affected party uses reasonable efforts to mitigate and resumes performance as soon as feasible. Payment obligations are not excused by force majeure.

16. Changes to Terms

We may update these Terms from time to time. For material changes, we will provide notice (e.g., via the Service or email). Changes take effect at the next renewal of your monthly or annual term (or as otherwise specified in an Enterprise Agreement) unless you cancel prior to renewal. Continued use after the effective date constitutes acceptance.

17. Order of Precedence

If you have an Enterprise Agreement, signed Quote, Order Form, DPA, or other written agreement with Understand Tech that expressly references the Service, that agreement governs to the extent of any conflict with these Terms. Terms printed on or referenced in your purchase orders or vendor portals do not apply, even if we acknowledge or process the purchase order.

18. Governing Law & Venue

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflicts of law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. Notices

Legal notices to Understand Tech must be sent to support@understand.tech with the subject line "Legal Notice," and a copy by mail to Understand Tech Inc., 100 Church St, Rm 800, New York, NY 10007-2621, United States. We may provide notices to you via the Service or the email associated with your account or order.

20. Entire Agreement

These Terms (and any Quote, Order Form, online plan selection or checkout confirmation, Privacy Policy, and, where applicable, DPA, Enterprise Agreement, or On-Prem / Appliance Agreement) constitute the entire agreement between the parties regarding the Service and supersede prior or contemporaneous agreements on the subject matter.

21. Resale, Referral & White-Labeling (Enterprise / Partner Only)

21.1 No Implied Rights. These Terms do not by themselves grant you any right to resell, distribute, or white-label the Service or AI-in-a-Box appliances.

21.2 Partner & Reseller Agreements. Any resale, referral, or white-labeling rights (including discounts, margins, or revenue-share mechanisms and the number of referred customers covered by specific commercial conditions) must be set out in a separate written partner, reseller, or referral agreement between you and Understand Tech. In case of conflict, such agreement prevails over these Terms with respect to resale / referral matters.

21.3 Responsibility to End Customers. Where you resell or integrate the Service into your own offerings under a partner agreement:
(a) you remain the primary point of contact for the end customer;
(b) you must not make commitments on behalf of Understand Tech beyond what is agreed in writing; and
(c) liability between you and Understand Tech remains governed by these Terms and any applicable partner agreement, not the end-customer contract.

22. Confidentiality

22.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other in connection with these Terms that is marked confidential or would reasonably be understood to be confidential, including Customer Content, Quotes and pricing, security documentation, the Security Assurance Plan, roadmaps, and the non-public features of the Service. It excludes information that is or becomes public without breach, was already known to or independently developed by the recipient, or is received from a third party without restriction.

22.2 Obligations. The recipient uses Confidential Information only to perform under these Terms, protects it with at least reasonable care, and discloses it only to its employees, affiliates, advisors and subcontractors who need to know it and are bound by obligations at least as protective. Disclosure required by law or court order is permitted with prior notice to the disclosing party where lawful and reasonable cooperation to limit the disclosure.

22.3 Duration & Return. These obligations last for the term and five (5) years after, and for Customer Content and trade secrets for as long as they remain confidential. On request after termination, each party returns or destroys the other's Confidential Information, subject to Section 6.5 and routine backups, and confirms this in writing.

23. Publicity

We may identify you as a customer by name and logo on our website and in sales materials, unless you opt out by writing to support@understand.tech. Any case study, quote or press release requires your prior written approval. You may state that you use Understand Tech products, and neither party may use the other's trademarks otherwise without consent.

24. General Provisions

24.1 Assignment. Neither party may assign these Terms without the other's written consent, except that either party may assign them without consent to an affiliate or to a successor in a merger, acquisition or sale of substantially all of its assets, provided the assignee is not a competitor of the other party and assumes all obligations. Any other assignment is void. We may use subcontractors, and remain responsible for their performance.

24.2 Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

24.3 No Third-Party Beneficiaries. These Terms create no rights for anyone other than the parties, except indemnified affiliates under Section 11.

24.4 Waiver & Severability. A failure to enforce a provision is not a waiver. If a provision is held unenforceable, it is modified to the minimum extent necessary and the rest of these Terms remains in effect.

24.5 Survival. Sections 3.6, 3.7, 3.14, 4, 6.1 to 6.5, 9.5, 10, 11, 12, 13, 14, 18, 19, 22 and 24 survive expiry or termination.

24.6 Equitable Relief. A breach of Sections 5, 13, 14 or 22 may cause harm that damages cannot fully remedy, and the affected party may seek injunctive relief in any competent court without posting a bond.

24.7 Electronic Acceptance & Language. These Terms may be accepted electronically, including by clicking accept, completing checkout or signing a Quote electronically, and such acceptance has the same effect as a handwritten signature. These Terms are written in English; any translation is provided for convenience and the English version controls.

24.8 Headings. Headings are for convenience and do not affect interpretation. "Including" means "including without limitation".

Annex A – Plan Summary (Non-binding Overview)

Free access & public assistants: As-is / as-available, no SLA, community support. Do not upload confidential data.

Explorer (Stage 1, evaluate): Monthly SaaS by card, cancel any month. Allowances per the pricing page (Prompts, training data, admin users, assistants and workflows). Public LLM access. Best-effort SLA, email support during business hours (08:00 to 21:00 CET).

Business (Stage 2, adopt): Annual SaaS, ordered online, by Quote or by purchase order; 12-month term renewing yearly with 30 days' notice. Full platform (apps catalog and Understand Studio), unlimited assistants and workflows, allowances per the pricing page with soft Prompt overage, Understand AI and public LLMs with encryption. Standard support and published service levels; specific terms possible by signed Order Form or addendum.

AI-in-a-Box (Stage 3, own): Annual subscription per appliance. GB10 (team) orderable online by card or wire; GB300 (organization) by Quote. Includes the appliance, the Understand Tech platform with unlimited local usage, full hardware warranty with replacement within 5 business days, maintenance, support and signed offline updates, and a 5-day hands-on setup session. 12-month term from delivery, renewable yearly; appliance remains Understand Tech property and is returned at the end of the subscription. 100% offline / air-gapped capable.

Enterprise (Stage 4, scale): Custom scope and price under an Enterprise Agreement or Quote: private cloud in your AWS / Azure / GCP account with customer-controlled keys, dedicated hosted environments operated by Understand Tech (single-tenant, custom domain, infrastructure and token costs included within ceilings, uptime commitment with service credits, Severity 1 support 24/7, daily backups, releases deployed after your qualification), multi-appliance fleets and multi-site deployments, higher usage tiers, dedicated or private LLMs, industry solution programs.

For data protection details (encryption, residency, subprocessors), refer to the Security Assurance Plan (Enterprise) and Privacy Policy at https://www.understand.tech/privacy-policy. Public assistants rely on public sources; Understand Tech is not affiliated with standards organizations referenced therein and does not provide official interpretations of their specifications.