Terms of Service

Last Updated July 7, 2025

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Customer", "you" or "your") and Singula AI, Corp., doing business as Singula AI ("Singula AI", "we", "us", or "our"), concerning your access to and use of the https://www.singula.ai platform as well as any other media form, media channel, or mobile website related, linked, or otherwise connected thereto (collectively, the "Singula AI platform"). Customer agree that by accessing the Singula AI Platform, Customer has read, understood, and agrees to be bound by all of these Terms of Use. IF CUSTOMER DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN THE CUSTOMER IS EXPRESSLY PROHIBITED FROM USING THE SINGULA AI PLATFORM AND CUSTOMER MUST DISCONTINUE USE IMMEDIATELY.

Definitions

THE FOLLOWING TERMS, WHEN USED IN THIS AGREEMENT WILL HAVE THE FOLLOWING MEANINGS:

"Singula AI Platform" means the services, software applications, and artificial intelligence models provided by Singula AI, which collectively function as a generalist AI agent designed to understand and execute a wide range of tasks.

"Third-Party Product" means any applications, integrations, software, code, online services, systems, or other products not developed by Singula AI.

"Confidential Information" means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, "Confidential Information" will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

"Documentation" means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Singula AI for the Singula AI Platform.

"Order Form" means any Singula AI online sign-up, order form, statement of work or other sign-up flow that references this Agreement.

Singula AI Platform

Account Registration. Customers may need to register for a Singula AI account in order to access and use certain portions of the Singula AI Platform. Account information must be accurate, current, and complete, so that Singula AI may send notices, statements, and other information by email or through Customer's account. Customers must ensure that any user IDs, passwords, and other access credentials for the Singula AI Platform are kept strictly confidential and not shared with any unauthorized person.
License to Singula AI Platform. Subject to the terms and conditions of this Agreement, Singula AI hereby grants Customer a non-exclusive, non-transferrable, non-sublicensable right to access and use the Singula AI Platform set forth in the corresponding Order Form for its internal business purposes.
Free Access Subscriptions. Singula AI may provide customers with the Singula AI Platform for free or on a trial or evaluation basis ("Free Access Subscriptions"). Singula AI makes no promises that any Free Access Subscriptions will be made available under the same commercial or other terms. Singula AI may terminate Customer's right to use any Free Access Subscriptions at any time in Singula AI's sole discretion without liability.
Customer Limitations. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Singula AI Platform; (b) attempt to probe, scan or test the vulnerability of the Singula AI Platform, breach the security or authentication measures of the Singula AI Platform without proper authorization or willfully render any part of the Singula AI Platform unusable; (c) transfer, distribute, resell, lease, license, or assign the Singula AI Platform or otherwise offer the Singula AI Platform on a standalone basis; (d) use or access the Singula AI Platform to develop a product or service that is competitive with Singula AI's products or services; (e) use the Singula AI Platform for applications in which the failure of the Singula AI Platform could lead directly to death, personal injury, or severe physical or environmental damage; or (f) otherwise use the Singula AI Platform in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form (collectively, the "License Restrictions").
Customer Responsibilities. Customer will (a) be responsible for all use of the Singula AI Platform under its account, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Singula AI Platform and notify Singula AI promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Singula AI Platform; (c) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Singula AI Platform, including as set forth in the Documentation; and (d) obtaining all rights, consents, and permissions necessary for Singula AI to process any Customer Data (as defined below) in connection with the activities contemplated under this Agreement. Customers will be solely responsible for its failure to maintain such equipment, software and services, and Singula AI will have no liability for such failure (including under any service level agreement).
Third-Party Products. If Customer uses Third-Party Products in connection with the Singula AI Platform (such as through integrations made available by Singula AI), Customer agrees and acknowledges that Singula AI does not warrant or support Third-Party Products and disclaims all responsibility and liability for these items and their use in connection with the Singula AI Platform.

Fees and payment

Fees. To the extent any portions of the Singula AI Platform (including related support or other ancillary services) are made available for a fee, Customer will pay Singula AI the amounts as set forth in the Order Form. Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.
Credit Card Payment Terms. If Customer elects to pay via credit card, then Customer is responsible for either (a) enabling auto-recharge on Customer's payment instrument or (b) ensuring that Customer's payment instrument has a sufficient positive balance to cover all fees due. If, for any reason, Customer has a negative balance on its payment account, then Singula AI reserves the right to suspend access to the paid services until all fees are paid in full. Customer hereby authorizes Singula AI to charge Customer's designated credit card account (or other means of payment) for the fees set forth in the corresponding Order Form.
Invoicing Payment Terms. If Customer elects to receive invoices and Singula AI approves Customer for the same, then invoices will be sent to via email in accordance with the Order Form. Except as otherwise set forth in an Order Form, Customer will make all of the undisputed fees hereunder within thirty (30) days of the date of the invoice.
Suspension; Late Payment. Singula AI may suspend access to the Singula AI Platform immediately upon notice if Customer fails to pay any amounts hereunder at thirty (30) days past the applicable due date. Customer will be liable to Singula AI for all costs incurred by Singula AI in its collection of any amounts owed by Customer, which are not paid when due, including, without limitation, collection agency fees or reasonable attorneys' fees and expenses.
Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively "Taxes"). Customers will be solely responsible for payment of all Taxes, except for those taxes based on the income of Singula AI.

Proprietary Rights and Confidentiality

Customer Data. Customer will retain all right, title and interest to all data and information provided to Singula AI in connection with its use of the Singula AI Platform and all output provided to Customer from its use of the Singula AI Platform ("Customer Data"). Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Singula AI to use the same as contemplated hereunder. Singula AI will maintain a security program materially in accordance with industry standards that is designed to (a) ensure the security and integrity of Customer Data; and (b) protect against threats or hazards to the security or integrity of Customer Data. Customers will not upload or request Singula AI process any Special Data or otherwise use the Singula AI Platform in a manner that subjects Singula AI to compliance requirements with laws, regulations and industry standards applicable to Special Data.
Proprietary Rights. As between the parties, Singula AI exclusively owns all right, title and interest in and to the Singula AI Platform, System Data and Singula AI's Confidential Information ("Singula AI Materials"). Customer exclusively owns all right, title and interest in and to the Customer Data (excluding any Singula AI Materials). "System Data" means data collected by Singula AI regarding the Singula AI Platform that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Singula AI Platform.
Feedback. Customers may from time to time provide Singula AI suggestions or comments for enhancements or improvements, new features or functionality or other feedback ("Feedback") with respect to the Singula AI Platform. Singula AI will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Singula AI will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
Product/Platform Improvement. Customer further agrees that Singula AI has the right to aggregate, collect and analyze Customer Data and other information relating to the performance of the Singula AI Platform and Customer's use thereof and shall be free (during and after the term hereof) to (i) use such data and other information to improve Singula AI's products and the Singula AI Platform (including through Gen AI techniques), and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not contain Customer's Confidential Information or otherwise identify Customer or any individual.
Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party's prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

Disclaimers

THE SINGULA AI PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. CUSTOMER AGREES THAT THE USE OF SINGULA AI PLATFORM AND OUR SERVICES WILL BE AT CUSTOMER'S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH SINGULA AI PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SINGULA AI PLATFORM'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SINGULA AI PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SINGULA AI PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SINGULA AI PLATFORM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SINGULA AI PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SINGULA AI PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SINGULA AI PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, CUSTOMER SHOULD USE BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitation of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM USE OF THE SINGULA AI PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO CUSTOMER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY CUSTOMER TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO CUSTOMER, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO CUSTOMER, AND CUSTOMER MAY HAVE ADDITIONAL RIGHTS.

Indemnification

Customer agrees to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) customer's contributions; (2) use of the Singula AI Platform; (3) breach of these Terms of Use; (4) any breach of customer's representations and warranties set forth in these Terms of Use; (5) customer's violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Singula AI Platform with whom customer connected via the Singula AI Platform. Notwithstanding the foregoing, we reserve the right, at customer's expense, to assume the exclusive defense and control of any matter for which customers are required to indemnify us, and customers agree to cooperate, at customer's expense, with our defense of such claims. We will use reasonable efforts to notify customers of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Term and termination

Paid Subscription or Services. If Customer has purchased any products, support, or services from Singula AI pursuant to an Order Form, this Agreement will be in effect for the term set forth in the Order Form and automatically renew for additional, successive renewal terms of equal length unless either party provides the other party with written notice of non-renewal at least (30) days before the end of the then-current renewal term. In addition, each party may terminate this Agreement if the other party fails to cure any material breach of this Agreement (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach.
Free Access Subscriptions. If Customer is accessing the Singula AI Platform via a Free Access Subscription and has not otherwise agreed to purchase any other support or services, each party may terminate this Agreement upon written notice to the other party.
Effect of Termination; Survival. Upon termination of this Agreement, (a) all rights and obligations will immediately terminate, except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below, (b) Customer will immediately stop using the Singula AI Platform, (c) Singula AI will promptly delete all Customer Data in its possession or control, and (d) each party will promptly delete the other party's Confidential Information.

Attribution and License Information

This product is a private product owned by Singula AI Corp. All rights are reserved.

This product includes parts of software with versions originally licensed under the Apache License 2.0 (https://github.com/kortix-ai/suna). Modifications have been made.

Below is the original license

                                Apache License
                           Version 2.0, January 2004
                        http://www.apache.org/licenses/

   TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

   1. Definitions.

      "License" shall mean the terms and conditions for use, reproduction,
      and distribution as defined by Sections 1 through 9 of this document.

      "Licensor" shall mean the copyright owner or entity authorized by
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      "Work" shall mean the work of authorship, whether in Source or
      Object form, made available under the License, as indicated by a
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      form, that is based on (or derived from) the Work and for which the
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   5. Submission of Contributions. Unless You explicitly state otherwise,
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   8. Limitation of Liability. In no event and under no legal theory,
      whether in tort (including negligence), contract, or otherwise,
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      Work (including but not limited to damages for loss of goodwill,
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   9. Accepting Warranty or Additional Liability. While redistributing
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      incurred by, or claims asserted against, such Contributor by reason
      of your accepting any such warranty or additional liability.

   END OF TERMS AND CONDITIONS

   APPENDIX: How to apply the Apache License to your work.

      To apply the Apache License to your work, attach the following
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   Copyright [yyyy] [name of copyright owner]

   Licensed under the Apache License, Version 2.0 (the "License");
   you may not use this file except in compliance with the License.
   You may obtain a copy of the License at

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   Unless required by applicable law or agreed to in writing, software
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   WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied.
   See the License for the specific language governing permissions and
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General

Export Compliance. Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Singula AI Platform.
Publicity. Customer agrees that Singula AI may refer to Customer's name, logo, and trademarks in Singula AI's marketing materials and website; however, Singula AI will not use Customer's name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer's prior written consent (which may be by email) not to be unreasonably delayed.
Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
Amendment; Waiver. Singula AI may update the terms of this Agreement from time to time. Singula AI will provide customers with written notice of any material updates at least thirty (30) days prior to the date the updated version of this Agreement is effective, unless such material updates result from changes in laws, regulations, or requirements from telecommunications providers. Following such updates, Customer's continued use of the Singula AI Platform on or after the date the updated version of this Agreement constitutes Customer's acceptance of the updated version of this Agreement. The updated version of this Agreement supersedes all prior versions. If Customer does not agree to the updated version of this Agreement, Customer must stop using the Singula AI Platform immediately. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
Governing Law. This Agreement will be governed by the laws of the State of Delaware, exclusive of its rules governing choice of law and conflict of laws.
Entire Agreement. This Agreement comprises the entire agreement between Customer and Singula AI with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Singula AI, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.
Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.
Government Terms. Singula AI provides the Singula AI Platform, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Singula AI Platform, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Singula AI Platform was developed fully at private expense.