Palanae Terms of Service

1. The Service; access

1.1During the subscription term, Provider grants Customer a non-exclusive, non-transferable right for its authorized users to access and use the Service for Customer's internal business purposes, per the plan and limits on Customer's order form or in-product plan selection (the "Order").

1.2 Accounts.Customer is responsible for its users' actions, for keeping authentication methods secure (the Service uses email-based sign-in links and, optionally, passwords), and for promptly removing users who leave. Customer will notify Provider promptly of any suspected unauthorized access.

1.3 Restrictions. Customer will not: resell or provide the Service to third parties (except users acting for Customer); reverse engineer, copy, or build a competing product from it; probe or disrupt its security or performance; exceed plan limits by circumvention; use it to store or transmit unlawful material or malicious code; or use it in violation of applicable law, including export and sanctions laws.

1.4 Changes to the Service. Provider may improve and modify the Service and will not materially degrade its core functionality during a paid term. Features marked beta or preview are provided as-is, may change or be withdrawn, and are excluded from the SLA and warranties.

2. Fees

2.1Fees are as stated in the Order (plans, included usage or outcome units, and overages). Subscriptions bill monthly in advance via Provider's payment processor (Stripe); Customer authorizes recurring charges. Usage-based fees bill monthly in arrears.

2.2 Except as expressly stated in this Agreement (Sections 6.4, 9.1, and 11.1), fees are non-refundable. Provider may change pricing effective on renewal with at least 30 days' notice. Late amounts bear the lesser of 1.5% per month or the lawful maximum; Provider may suspend the Service for non-payment after 10 days' written notice. Fees exclude taxes, which are Customer's responsibility (other than Provider's income taxes).

3. Customer Data

3.1 Ownership.All data, records, and content Customer or its users submit to the Service ("Customer Data") belongs to Customer. Provider claims no ownership. Customer grants Provider a license to host, process, transmit, and display Customer Data solely to provide and support the Service, to secure and improve it per Section 3.4, and as required by law.

3.2 Responsibility. Customer is responsible for the lawfulness of Customer Data, including having the necessary rights and notices to submit personal information about its own customers and contacts. The Service is not intended for regulated data categories such as protected health information (HIPAA), payment cardholder data, or government-classified data, and Customer will not submit them.

3.3 Data protection.Provider processes personal information within Customer Data only as Customer's processor or service provider, per the Data Processing Addendum in Exhibit A, which is part of this Agreement. Provider's privacy policy (www.palanae.ai/privacy) describes how Provider handles account and billing data.

3.4 Service improvement; no model training on Customer Data. Provider may use aggregated, de-identified usage information to operate and improve the Service. Provider does not use Customer Data to train generalized AI models, and configures its AI subprocessors so that Customer Data is not used for their model training.

3.5 Export and deletion. Customer may export Customer Data in commonly used formats at any time through the Service or on request. Following termination, Provider will make export available for 30 days, then delete Customer Data from active systems within 60 days of termination; backups purge on their standard cycle within 90 days of termination, except as law requires retention.

4. AI features

4.1 The Service includes AI-assisted features that extract, organize, and propose information (for example, drafting records or suggesting values from communications or documents Customer connects or uploads). AI-generated output is proposed for human review: the Service is designed so that AI proposals do not become records of action without confirmation, and provenance indicators distinguish AI-proposed values from human-entered ones. Customer is responsible for reviewing AI-proposed content before relying or acting on it.

4.2 AI outputs are probabilistic and may be inaccurate or incomplete despite review aids. Provider does not warrant the accuracy of AI-generated content, and AI outputs are not professional advice of any kind. Connected-mailbox features, where offered, operate in an observe-and-read capacity as described in product documentation; the Service does not send email on Customer's behalf unless a feature explicitly says so and Customer enables it.

5. Security

Provider maintains commercially reasonable administrative, technical, and organizational safeguards, including encryption in transit, row-level tenant isolation, access controls and multi-factor authentication for administrative access, and routine backups. Provider will notify Customer without undue delayafter confirming a security breach affecting Customer Data, with the information reasonably available to help Customer meet its own notice obligations. Payment card data is handled by Stripe and never touches Provider's systems.

6. Availability and support (SLA)

6.1 Target. Provider targets 99.5% monthly uptimefor the production Service, excluding: scheduled maintenance (announced at least 24 hours ahead, targeted at off-hours), emergency security maintenance, events beyond Provider's reasonable control, failures of Customer's own systems or internet, suspension under this Agreement, and beta or preview features.

6.2 Credits.If monthly uptime falls below 99.5%, Customer's remedy is a service credit against future fees: 5% of that month's subscription fee for each full 0.5 percentage point of shortfall, capped at 50% of that month's fee.Credits require a request within 30 days of month-end and are Customer's sole and exclusive remedy for availability failures, except for the Section 6.4 termination right.

6.3 Support. Email support at support@palanae.ai, business hours 8:00 a.m.–6:00 p.m. Central Time, Monday–Friday, targeted first response within 1 business day. No phone or 24×7 support is included unless an Order says so.

6.4 Chronic failure. If uptime falls below 95% in 2 consecutive months, Customer may terminate the affected Order on notice and receive a pro-rata refund of prepaid unused fees.

7. Confidentiality

Each party will protect the other's non-public information (for Provider, including the Service's non-public features and pricing; for Customer, including Customer Data) with reasonable care, use it only under this Agreement, and disclose it only to personnel and service providers under confidentiality duties or as required by law (with notice where lawful). This obligation survives 3 years past termination; trade secrets for as long as they qualify.

8. Intellectual property

Provider and its licensors own the Service, its software, and all related intellectual property; no rights transfer except the access right in Section 1.1. Customer may not use Provider's marks without consent. If Customer provides feedback or suggestions, Provider may use them without restriction or obligation. Provider will identify Customer by name or logo as a customer only with Customer's prior written consent.

9. Warranties; disclaimers

9.1 Provider warrants that the Service will perform materially as described in its documentation under normal use. Exclusive remedy for breach: Provider uses commercially reasonable efforts to correct the nonconformity, and if it cannot within 30 days of notice, Customer may terminate the affected Order for a pro-rata refund of prepaid unused fees.

9.2 OTHERWISE THE SERVICE IS PROVIDED "AS IS." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE OR AI OUTPUTS WILL BE UNINTERRUPTED, ERROR-FREE, OR ACCURATE. THE SERVICE IS A TOOL FOR MANAGING CUSTOMER'S BUSINESS INFORMATION; IT DOES NOT PROVIDE LEGAL, TAX, ACCOUNTING, FINANCIAL, OR OTHER PROFESSIONAL ADVICE.

10. Limitation of liability

10.1 Cap.Except for Customer's payment obligations, a party's fraud or willful misconduct, Customer's breach of Section 1.3, or a party's indemnity obligations under Section 11, each party's aggregate liability arising out of this Agreement is limited to the fees paid or payable by Customer for the Service in the 12 months preceding the first event giving rise to liability.

10.2Neither party is liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, revenue, goodwill, or data (except Provider's obligation to make backups available per Section 5), even if advised of the possibility. These limits apply to any theory of liability and survive failure of essential purpose. Claims must be brought within 1 year of when the claimant reasonably should have known of them.

11. Indemnification

11.1 By Provider. Provider will defend Customer against third-party claims that the Service, used as permitted, directly infringes U.S. copyright, trademark, or trade secret rights, and indemnify finally awarded damages — excluding claims arising from Customer Data, combination with non-Provider items, or use in violation of this Agreement. If the Service is enjoined, Provider may procure rights, modify it, or terminate and refund prepaid unused fees.

11.2 By Customer.Customer will defend and indemnify Provider against third-party claims arising from Customer Data, Customer's business relationships or decisions, or Customer's use of the Service in violation of law or this Agreement.

11.3The indemnified party gives prompt notice, gives sole control of the defense to the indemnifying party (no settlement admitting the indemnified party's fault without consent), and cooperates reasonably.

12. Term; suspension; termination

12.1 Subscriptions run for the Order term and auto-renew for like periods unless either party gives notice of non-renewal before renewal. Monthly plans may be cancelled at any time, effective at the end of the paid period.

12.2 Either party may terminate for material breach uncured within 15 days of notice (non-payment cure: 10 days). Provider may suspend the Service immediately where reasonably necessary to address a security risk, unlawful use, or non-payment past the notice period, restoring promptly once resolved.

12.3 On termination: access ends, unpaid fees for the elapsed term come due, and Section 3.5 governs Customer Data. Sections 3.5, 7–11, 12.3, and 13 survive termination.

13. General

Provider may update these Terms with at least 30 days' notice for material changes, effective on Customer's next renewal (or on acceptance, if sooner); no update reduces rights in a signed negotiated agreement mid-term. The current version is always published at www.palanae.ai/terms. The parties are independent contractors; there are no third-party beneficiaries. Notices go to Customer's account email, and to Provider at legal@strainge.org. Neither party may assign this Agreement without consent, except to a successor in a merger or sale of substantially all assets. Neither party is liable for delay or failure caused by events beyond its reasonable control. This Agreement is governed by the laws of the State of Alabama, and the state and federal courts sitting in Mobile County, Alabama have exclusive venue over any dispute arising from it. The entire agreement is these Terms plus Orders and Exhibit A; order of precedence: a negotiated signed agreement, then the Order, then the Data Processing Addendum, then these Terms.

Exhibit A — Data Processing Addendum

1. Roles. Customer is the controller (or a processor for its own customers) of personal information in Customer Data; Provider is a processor or service provider.
2. Instructions.Provider processes Customer Data only to provide the Service under the Agreement and Customer's documented instructions; Provider personnel are bound by confidentiality.
3. Subprocessors. Customer authorizes the subprocessors listed at www.palanae.ai/subprocessors. As of the effective date: Supabase (database and storage hosting), Vercel (application hosting), Stripe (billing), Resend (transactional email — sign-in links and invites), Anthropic (AI model inference), and Deepgram (speech-to-text transcription). Provider gives 30 days' notice of additions by updating that page; Customer's remedy for a reasonable objection is termination of the affected Order with a pro-rata refund of prepaid unused fees.
4. Security. The Section 5 safeguards apply; breach notice without undue delay.
5. Data subject requests. Provider forwards to Customer any request it receives from a data subject and provides reasonable assistance through Service functionality.
6. Deletion and return. Per Section 3.5.
7. Audit. Provider provides security documentation on request, up to annually and subject to a confidentiality agreement; on-site audits only under negotiated enterprise agreements.
8. International transfers. Provider hosts Customer Data in the United States. Where Customer Data includes personal information subject to EU or UK data-protection law, the parties will execute the applicable standard contractual clauses (EU SCCs Module 2 or 3, and the UK Addendum) on request, which are then incorporated into this Addendum.