Terms of Service

These Terms of Service, as amended from time to time, (these “Terms”) are a legally binding agreement between Selaware LLC (“Selaware,” “Company,” “we,” “us,” or “our”) and the person or entity accepting these Terms or using the Services (“Customer,” “you,” or “your”). These Terms govern your access to and use of Selaware’s websites, dashboards, APIs, software, collectors, scanners, integrations, documentation, and related services, including the Oculis product and any related services made available by Selaware (collectively, the “Services” or “Platform”).

By accessing or using the Services, creating an account, installing any Selaware software, or accepting an Order Form, you agree to be bound by these Terms. If you accept these Terms on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity to these Terms. If you do not agree to these Terms, you may not access or use the Services.

Your use of the Services may also be subject to additional terms, policies, order forms, subscription terms, pricing terms, security terms, support terms, documentation, or product-specific terms made available by Selaware (collectively, “Supplemental Terms”). Supplemental Terms are incorporated into these Terms by reference. If there is a conflict between these Terms and an applicable Order Form, the Order Form will control only to the extent it expressly states that it supersedes these Terms.

Important notice: These Terms contain a binding arbitration provision and class action waiver that affect your legal rights. Please review the “Dispute Resolution, Arbitration, and Class Action Waiver” section carefully.

1. The Services

1.1 Platform Overview

Selaware provides software and services designed to help organizations identify, monitor, understand, and optimize the use of AI agents, AI applications, LLM calls, model providers, API usage, cost, cache savings, performance, errors, and related operational telemetry. Selaware’s current product, Oculis, may include hosted dashboards, APIs, collectors, scanners, reporting tools, alerting, analytics, and integrations with third-party systems.

The Services are intended to provide visibility, analytics, reporting, and operational recommendations. The Services are not a substitute for Customer’s own security, compliance, financial, legal, engineering, or operational judgment.

1.2 Right to Access and Use

Subject to your compliance with these Terms and the applicable Order Form or subscription plan, Selaware grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Services solely for Customer’s internal business purposes and in accordance with Selaware’s documentation.

Unless expressly authorized by Selaware in writing, Customer may not use the Services to provide managed services, bureau services, resale services, or services for third parties.

1.3 Collectors, Scanners, and Customer Environments

Some Services may require or allow Customer to install Selaware-provided collectors, scanners, agents, scripts, packages, containers, Helm charts, or other software components in Customer-managed environments, including endpoints, servers, Kubernetes clusters, cloud environments, CI/CD systems, container platforms, applications, or networks (“Collectors”).

Customer is solely responsible for:

• obtaining all rights, permissions, consents, and approvals necessary to install, run, configure, and operate Collectors;
• ensuring that Collectors are deployed only in systems and environments Customer owns or is authorized to monitor;
• configuring Collectors securely, including least-privilege access, credential handling, network rules, firewall permissions, and log collection settings;
• reviewing and controlling what data is collected, transmitted, stored, or analyzed through the Services;
• ensuring that use of the Services complies with Customer’s internal policies and applicable laws;
• maintaining backups and change-control procedures for Customer systems; and
• validating any recommendations, alerts, reports, or findings before taking action.

Selaware is not responsible for Customer’s infrastructure, networks, applications, cloud accounts, secrets, credentials, configuration, access controls, deployment decisions, or any operational impact caused by Customer’s installation, configuration, or use of Collectors.

1.4 Changes to the Services

Selaware may modify, improve, replace, suspend, or discontinue any portion of the Services at any time. We may add, remove, or change features, integrations, APIs, limits, pricing, usage credits, data schemas, or product capabilities. Where commercially reasonable, we will provide notice of material changes that adversely affect paid customers.

1.5 Usage Limits

Your use of the Services may be subject to usage limits based on your subscription plan or Order Form, including limits related to users, organizations, collectors, scanned systems, API calls, events, telemetry volume, retention period, alerts, integrations, tokens, credits, or other usage metrics. Selaware may enforce usage limits through technical controls, throttling, overage fees, plan upgrades, or suspension of excess usage.

1.6 Trial, Free, Beta, and Preview Services

Selaware may offer free trials, free plans, beta features, preview services, or early access functionality (“Trial or Preview Services”). Trial or Preview Services may be incomplete, unstable, unsupported, unavailable, or changed at any time. Selaware may modify, limit, suspend, or terminate Trial or Preview Services without notice or liability.

Trial or Preview Services are provided “as is” and “as available” without warranties of any kind. To the fullest extent permitted by law, Selaware’s total liability for Trial or Preview Services will not exceed US $100.

2. Accounts and Users

2.1 Accounts

To use certain Services, Customer and its authorized users (“Users”) may need to create an account. Customer must provide accurate, current, and complete information and keep that information updated.

Customer is responsible for all activity under its accounts, organizations, workspaces, API keys, tokens, Collectors, and integrations, whether authorized or unauthorized, except to the extent caused by Selaware’s breach of these Terms.

2.2 User Requirements

Users must be at least thirteen (13) years old, or older if required by applicable law. If a User is accessing the Services on behalf of an organization, that User must be authorized by the organization to do so.

Customer will ensure that Users comply with these Terms and is responsible for Users’ acts and omissions.

2.3 Account Security

Customer is responsible for maintaining the confidentiality and security of account credentials, API keys, tokens, Collector credentials, single sign-on settings, and integration secrets. Customer must promptly notify Selaware at security@selaware.ai or support-oculis@selaware.ai if it becomes aware of unauthorized access, credential compromise, or suspected misuse of the Services.

2.4 Single Sign-On and Third-Party Login

The Services may allow Users to register or log in using third-party identity providers, single sign-on services, or third-party accounts. Customer is responsible for its use of those services and for complying with the terms and security requirements of the applicable third-party provider.

3. Customer Data and Telemetry

3.1 Customer Data

“Customer Data” means data, content, logs, telemetry, metadata, prompts, responses, configuration details, credentials, files, records, or other information submitted to, collected by, transmitted through, or processed by the Services on behalf of Customer.

Depending on Customer’s configuration and the Services used, Customer Data may include AI/LLM usage metadata, API call metadata, model/provider information, token usage, cost information, cache information, error information, latency/performance metrics, application names, agent names, host names, container metadata, Kubernetes metadata, Collector health data, integration data, and other operational or technical information.

As between Customer and Selaware, Customer retains all rights in Customer Data.

3.2 License to Customer Data

Customer grants Selaware and its service providers a worldwide, non-exclusive, royalty-free license to access, use, process, transmit, store, copy, analyze, display, and create derivative works from Customer Data solely as necessary to:

• provide, operate, secure, support, and improve the Services;
• generate dashboards, alerts, reports, recommendations, insights, and analytics;
• troubleshoot issues and respond to support requests;
• prevent fraud, abuse, misuse, security incidents, or violations of these Terms;
• comply with law, legal process, or government requests; and
• enforce Selaware’s rights and obligations under these Terms.

3.3 Customer Responsibility for Data

Customer represents and warrants that:

• Customer has all rights, permissions, consents, notices, and legal bases necessary to provide Customer Data to Selaware and allow Selaware to process it as described in these Terms and the Privacy Policy;
• Customer Data and Customer’s use of the Services do not violate applicable law, third-party rights, privacy rights, intellectual property rights, contractual obligations, or internal policies;
• Customer will not submit highly sensitive data, regulated data, protected health information, payment card data, government classified information, biometric data, children’s data, or other data requiring special handling unless expressly agreed by Selaware in writing and covered by appropriate written terms; and
• Customer is responsible for reviewing and configuring the Services to avoid sending data it does not want processed by Selaware or third-party providers.

3.4 Aggregated and De-Identified Data

Selaware may collect and use aggregated, anonymized, or de-identified information derived from use of the Services (“Aggregated Data”) for analytics, benchmarking, product improvement, security, research, marketing, and other business purposes. Aggregated Data will not identify Customer or any individual.

3.5 Feedback

Customer may provide suggestions, ideas, comments, feature requests, improvements, or other feedback regarding the Services (“Feedback”). Customer grants Selaware a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, transferable license to use, copy, modify, distribute, commercialize, and otherwise exploit Feedback without restriction or obligation to Customer.

4. Service Outputs, Recommendations, and AI-Generated Information

4.1 Service Outputs

The Services may generate dashboards, reports, alerts, risk indicators, cost estimates, optimization recommendations, performance insights, AI usage findings, security observations, code or configuration suggestions, summaries, and other outputs (“Service Outputs”).

Customer may use Service Outputs for its internal business purposes, subject to these Terms.

4.2 Accuracy and Human Review

Service Outputs may be incomplete, inaccurate, outdated, or based on incomplete data, configuration issues, third-party model behavior, or assumptions. Customer is solely responsible for reviewing, validating, testing, and approving Service Outputs before relying on them or taking action.

Selaware does not guarantee that the Services will detect every AI agent, application, LLM call, API key, cost issue, performance issue, security issue, misconfiguration, or compliance concern.

4.3 No Professional Advice

The Services and Service Outputs are provided for informational and operational purposes only. They do not constitute legal, financial, tax, accounting, compliance, security, medical, or other professional advice. Customer should consult qualified professionals where appropriate.

5. Intellectual Property

5.1 Selaware Property

Selaware and its licensors own all right, title, and interest in and to the Services, Platform, Website, Collectors, APIs, dashboards, documentation, software, designs, workflows, models, analytics, methodologies, know-how, trademarks, logos, content, and related technology, including all improvements, modifications, updates, and derivative works.

Except for the limited rights expressly granted in these Terms, Selaware reserves all rights in the Services.

5.2 Customer Property

Customer retains ownership of Customer Data. Selaware does not claim ownership of Customer Data.

5.3 Software Components

If Selaware provides downloadable software, Collectors, scripts, packages, containers, Helm charts, SDKs, or other software, Selaware grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use such software during the Subscription Term solely to use the Services in accordance with these Terms and the documentation.

Customer must delete or stop using Selaware software when the applicable subscription terminates or when Selaware reasonably requests removal due to security, legal, or support reasons.

6. Restrictions and Acceptable Use

Customer and Users may not, and may not permit any third party to:

1. use the Services for unlawful, harmful, fraudulent, deceptive, abusive, or unauthorized purposes;
2. install or run Collectors, scanners, or monitoring tools on systems, networks, accounts, clusters, applications, or environments Customer does not own or is not authorized to monitor;
3. use the Services for unauthorized surveillance, credential harvesting, spying, intrusion, exploitation, or security testing without permission;
4. access or use the Services to build, train, benchmark, or improve a competing product or service without Selaware’s prior written consent;
5. reverse engineer, decompile, disassemble, decrypt, modify, or attempt to extract source code, underlying ideas, models, algorithms, or non-public APIs from the Services, except to the extent such restriction is prohibited by law;
6. bypass, disable, overload, or interfere with security, rate limits, authentication, usage limits, access controls, or technical restrictions;
7. scrape, crawl, cache, bulk download, or access the Services through automated means except through documented APIs or approved integrations;
8. introduce malware, malicious code, harmful files, unauthorized scripts, or destructive commands;
9. use the Services in a way that infringes, misappropriates, or violates intellectual property, privacy, publicity, contractual, or other rights;
10. submit data that Customer is not authorized to submit or that requires special handling unless Selaware has agreed in writing;
11. use the Services to send spam, phishing, unsolicited communications, or illegal marketing communications;
12. misrepresent Service Outputs as guaranteed findings, certifications, audits, legal conclusions, or professional opinions;
13. remove or alter Selaware proprietary notices, branding, copyright notices, or attribution;
14. resell, sublicense, lease, rent, or provide access to the Services to third parties except as expressly permitted in an Order Form;
15. use the Services in high-risk systems where failure could lead to death, personal injury, environmental damage, critical infrastructure failure, or severe financial harm; or
16. violate any applicable law, regulation, sanctions, export controls, or third-party terms.

Selaware may investigate suspected violations and may suspend or terminate access where it reasonably believes Customer or Users have violated these Terms or pose a risk to Selaware, the Services, other customers, or third parties.

7. Privacy and Data Processing

Customer’s use of the Services is subject to Selaware’s Privacy Policy, as updated from time to time. If Selaware processes personal data on Customer’s behalf in a manner requiring a data processing agreement under applicable law, the parties will enter into a Data Processing Addendum or similar agreement.

Customer is responsible for providing all required notices and obtaining all required consents from Users, employees, contractors, customers, and other individuals whose data may be collected, monitored, transmitted, or processed through the Services.

8. Copyright and Intellectual Property Complaints

If you believe that content or activity involving the Services infringes your copyright or other intellectual property rights, please send a written notice to:

Selaware LLC
Email: abuse@selaware.ai

Your notice should include:

• your physical or electronic signature;
• identification of the copyrighted work or other intellectual property allegedly infringed;
• identification of the allegedly infringing material or activity with enough detail for us to locate it;
• your contact information, including name, mailing address, telephone number, and email address;
• a statement that you have a good-faith belief that the disputed use is not authorized by the owner, its agent, or the law;
• a statement that the information in your notice is accurate; and
• a statement, under penalty of perjury, that you are authorized to act on behalf of the owner.

9. Third-Party Services and AI Providers

9.1 Third-Party Services

The Services may integrate with, link to, or depend on third-party software, cloud providers, identity providers, APIs, data sources, model providers, payment processors, analytics tools, infrastructure providers, open-source components, and other third-party products or services (“Third-Party Services”).

Third-Party Services are governed by their own terms, policies, pricing, availability, and security practices. Selaware does not control and is not responsible for Third-Party Services. Selaware may add, change, suspend, or remove Third-Party Services at any time.

9.2 AI Services

The Services may use artificial intelligence, machine learning, generative AI, large language models, embeddings, classification, summarization, or other AI-powered functionality, including services provided by third-party AI providers (“AI Services”).

Customer acknowledges that AI Services may produce inaccurate, incomplete, biased, or unexpected results and may be subject to third-party terms and technical limitations. Customer is responsible for validating AI-generated or AI-assisted outputs before use.

10. Subscriptions, Fees, and Payment

10.1 Fees

Customer will pay all fees described in the applicable subscription plan, checkout page, invoice, quote, or Order Form (“Fees”). Unless otherwise stated, Fees are in U.S. dollars and are non-cancelable and non-refundable except as expressly stated in these Terms, an Order Form, or required by law.

10.2 Payment Authorization

Customer authorizes Selaware, its payment processor, reseller, or marketplace provider to charge Customer’s payment method for Fees, taxes, renewals, overages, usage-based charges, and other amounts due.

10.3 Taxes

Fees are exclusive of taxes, levies, duties, or similar governmental assessments, including sales, use, VAT, GST, excise, or withholding taxes, except taxes based on Selaware’s income. Customer is responsible for all applicable taxes unless Customer provides a valid exemption certificate.

10.4 Late Payment

If Customer fails to pay amounts when due, Selaware may suspend or terminate access to the Services, charge interest at the lesser of 1.5% per month or the maximum rate permitted by law, and recover reasonable collection costs, including attorneys’ fees.

10.5 Overages and Usage-Based Charges

If Customer exceeds applicable usage limits, Customer may be charged overage fees, moved to a higher plan, throttled, or required to purchase additional capacity. Selaware may provide notice where commercially reasonable, but Customer is responsible for monitoring its usage.

11. Term, Renewal, Suspension, and Termination

11.1 Subscription Term

The Services are provided for the subscription term stated in the applicable subscription plan, invoice, checkout page, or Order Form (“Subscription Term”).

11.2 Auto-Renewal

Unless otherwise stated in an Order Form or required by law, paid subscriptions automatically renew for successive periods equal to the then-current Subscription Term. Customer authorizes Selaware or its payment processor to charge the applicable renewal Fees and taxes to Customer’s payment method.

Customer may turn off auto-renewal or cancel a subscription through account settings, the applicable payment portal, or by contacting support-oculis@selaware.ai. Cancellation will take effect at the end of the then-current Subscription Term unless otherwise required by law or stated in an Order Form.

11.3 Price Changes

Selaware may change pricing or plan features from time to time. For existing paid subscriptions, price changes will apply at the next renewal unless otherwise stated in an Order Form or required by law.

11.4 Suspension by Selaware

Selaware may suspend Customer’s or any User’s access to the Services immediately if Selaware reasonably believes that:

• Customer or a User violated these Terms;
• Customer’s use creates a security, operational, legal, or reputational risk;
• Customer failed to pay amounts when due;
• Customer exceeded usage limits or is causing excessive load;
• Customer’s account, API key, Collector, integration, or environment appears compromised; or
• suspension is required by law or a third-party provider.

Selaware will use commercially reasonable efforts to provide notice and an opportunity to resolve the issue where practical, unless immediate action is necessary.

11.5 Termination by Selaware

Selaware may terminate these Terms, any subscription, or Customer’s access to the Services if Customer materially breaches these Terms and fails to cure the breach within ten (10) days after notice, or immediately if the breach cannot be cured, involves unlawful activity, creates security risk, or violates the Restrictions section.

11.6 Termination by Customer

Customer may stop using the Services at any time. Termination or cancellation does not relieve Customer of the obligation to pay Fees owed for the then-current Subscription Term or usage already incurred.

11.7 Effect of Termination

Upon termination or expiration:

• Customer’s right to access and use the Services ends;
• Customer must stop using and uninstall Selaware software, Collectors, scripts, packages, containers, and related components;
• Selaware may disable accounts, API keys, integrations, and Collectors;
• Customer must pay all outstanding Fees;
• Selaware may delete Customer Data in accordance with its retention policies, unless legally required to retain it; and
• sections that by their nature should survive will survive, including ownership, restrictions, confidentiality, payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, and miscellaneous terms.

11.8 Customer Data Export

Upon written request made within fifteen (15) days after termination, Selaware will use commercially reasonable efforts to provide Customer with exportable Customer Data then available in the Services, unless prohibited by law, security concerns, or technical limitations. After that period, Selaware may delete Customer Data in accordance with its retention policies.

12. Confidentiality

12.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Selaware Confidential Information includes non-public product information, pricing, roadmaps, security information, technology, software, and documentation. Customer Confidential Information includes Customer Data.

12.2 Protection and Use

Each party will use the other party’s Confidential Information only to perform under these Terms and will protect it using reasonable care. A receiving party may disclose Confidential Information to employees, contractors, advisors, service providers, and affiliates who need to know it and are bound by confidentiality obligations at least as protective as these Terms.

12.3 Exclusions

Confidential Information does not include information that is publicly available without breach, already known without confidentiality obligation, independently developed without use of Confidential Information, or rightfully received from a third party without confidentiality obligation.

12.4 Required Disclosure

A receiving party may disclose Confidential Information if required by law, subpoena, court order, or government request, provided it gives notice where legally permitted and reasonably cooperates with efforts to limit disclosure.

13. Security

Selaware will implement commercially reasonable administrative, technical, and organizational measures designed to protect the Services and Customer Data under Selaware’s control. However, no system is completely secure, and Selaware does not guarantee that unauthorized third parties will never defeat security measures.

Customer is responsible for securing its own systems, environments, credentials, integrations, networks, cloud accounts, applications, endpoints, Kubernetes clusters, and user access.

14. Warranties and Disclaimers

THE SERVICES, WEBSITE, PLATFORM, COLLECTORS, DOCUMENTATION, SERVICE OUTPUTS, TRIAL OR PREVIEW SERVICES, AI SERVICES, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” TO THE FULLEST EXTENT PERMITTED BY LAW, SELAWARE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

SELAWARE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, COMPLETE, OR FREE FROM BUGS, VULNERABILITIES, VIRUSES, OR HARMFUL COMPONENTS. SELAWARE DOES NOT WARRANT THAT THE SERVICES WILL IDENTIFY ALL AI AGENTS, AI APPLICATIONS, LLM CALLS, COST ISSUES, SECURITY ISSUES, PERFORMANCE ISSUES, ERRORS, MISCONFIGURATIONS, COMPLIANCE ISSUES, OR OPTIMIZATION OPPORTUNITIES.

CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, TESTING, AND APPROVING ANY SERVICE OUTPUTS, ALERTS, REPORTS, RECOMMENDATIONS, OR FINDINGS BEFORE RELYING ON THEM OR TAKING ACTION.

CUSTOMER IS SOLELY RESPONSIBLE FOR BACKING UP CUSTOMER DATA AND MAINTAINING CURRENT, INDEPENDENT BACKUPS OF SYSTEMS, APPLICATIONS, CONFIGURATIONS, AND DATA.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR LOST-PROFIT DAMAGES, OR FOR LOSS OF DATA, GOODWILL, REVENUE, BUSINESS, SAVINGS, USE, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, SELAWARE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SELAWARE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

THE LIMITATIONS ABOVE DO NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS, CUSTOMER’S BREACH OF THE RESTRICTIONS SECTION, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, OR EITHER PARTY’S FRAUD, WILLFUL MISCONDUCT, OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

16. Indemnification

Customer will defend, indemnify, and hold harmless Selaware, its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising from or related to:

• Customer Data;
• Customer’s or Users’ use or misuse of the Services;
• Customer’s installation, configuration, operation, or use of Collectors;
• Customer’s systems, environments, integrations, credentials, networks, applications, or cloud accounts;
• Customer’s violation of these Terms or applicable law;
• Customer’s violation of third-party rights, including intellectual property, privacy, or contractual rights;
• Customer’s reliance on or actions taken based on Service Outputs; or
• claims by Customer’s employees, contractors, customers, end users, or third parties related to Customer’s use of the Services.

Selaware will provide Customer with reasonable notice of indemnified claims and reasonable cooperation, at Customer’s expense. Customer may not settle any claim in a way that imposes liability or obligations on Selaware without Selaware’s prior written consent.

17. Dispute Resolution, Arbitration, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT MAY AFFECT YOUR RIGHT TO FILE A LAWSUIT IN COURT, HAVE A JURY TRIAL, OR PARTICIPATE IN A CLASS ACTION.

17.1 Informal Resolution

Before filing a claim, the parties will attempt to resolve the dispute informally. A party must send written notice describing the dispute to the other party. Notices to Selaware should be sent to support-oculis@selaware.ai with the subject line “Legal Dispute Notice.” The parties will attempt in good faith to resolve the dispute within thirty (30) days after notice.

17.2 Arbitration

Unless prohibited by applicable law, any dispute, controversy, or claim arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration will be conducted in English by a single arbitrator.

Judgment on the arbitration award may be entered in any court of competent jurisdiction. Arbitration will take place on an individual basis. Class arbitration and representative proceedings are not permitted.

17.3 Exceptions

Either party may bring claims in court for:

• small claims matters that qualify for small claims court;
• intellectual property infringement or misappropriation;
• requests for injunctive or equitable relief; or
• claims that applicable law does not permit to be arbitrated.

17.4 Opt Out of Arbitration

You may opt out of arbitration by emailing support-oculis@selaware.ai within thirty (30) days after the earlier of the date you first created an account, first used the Services, or first accepted these Terms. Your opt-out email must include your full name, account email, mailing address, and a clear statement that you opt out of arbitration.

Opting out of arbitration does not opt you out of the class action waiver.

17.5 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AND SELAWARE EACH AGREE THAT ANY CLAIM WILL BE BROUGHT ONLY IN THAT PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION.

Unless both parties agree otherwise, no arbitrator or court may consolidate more than one person’s claims or otherwise preside over any class, collective, consolidated, or representative proceeding.

18. Miscellaneous

18.1 Governing Law and Venue

These Terms are governed by the laws of the State of Arizona, without regard to conflict-of-law rules. Subject to the arbitration provisions above, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona.

If Selaware LLC is organized or principally located in another state, this section should be updated before publication.

18.2 Export Controls and Sanctions

Customer must comply with all applicable export control, sanctions, and trade laws. Customer may not use, export, re-export, import, sell, or transfer the Services in violation of such laws or for prohibited end uses.

18.3 Publicity

Unless otherwise stated in an Order Form, Customer agrees that Selaware may use Customer’s name and logo to identify Customer as a customer in Selaware’s website, customer lists, investor materials, and marketing materials. Selaware will obtain Customer’s prior written approval for case studies, press releases, or detailed public references.

18.4 Force Majeure

Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or utility failures, denial-of-service attacks, cloud provider failures, third-party service failures, pandemics, or other events beyond reasonable control. This section does not excuse Customer’s payment obligations.

18.5 Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.

18.6 No Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms unless expressly stated otherwise.

18.7 Assignment

Customer may not assign or transfer these Terms without Selaware’s prior written consent. Selaware may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization, financing, or sale of assets.

18.8 Notices

Selaware may provide notices by email, in-product notification, posting on the Website, or other reasonable means. Customer notices to Selaware must be sent to support-oculis@selaware.ai unless another address is specified in an Order Form.

18.9 Amendments

Selaware may update these Terms from time to time by posting an updated version or otherwise notifying Customer. The updated Terms will become effective when posted or on the effective date stated in the notice. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

18.10 Severability

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

18.11 No Waiver

Failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision.

18.12 Entire Agreement

These Terms, together with any applicable Order Forms and Supplemental Terms, constitute the entire agreement between Customer and Selaware regarding the Services and supersede all prior or contemporaneous agreements on the same subject.

19. Contact

For questions about these Terms or the Services, contact:

Selaware LLC
Email: support@selaware.ai
Privacy: privacy@selaware.ai
Abuse / IP complaints: abuse@selaware.ai
Security: security@selaware.ai