PLACEHOLDER — AI-DRAFTED, NOT ATTORNEY REVIEWED. Replace this entire document with lawyer-reviewed wording before public launch or onboarding the first paid non-Eminence tenant. The clauses below are scaffolding so the acceptance plumbing has something to render against today.
Terms of Service
These Terms of Service ("Terms") govern your access to and use of Service Agent OS ("Service", "we", "us", or "our"), provided by Eminence Services LLC. By creating an account, accessing the Service, or clicking any "I agree" control, you accept these Terms on behalf of yourself and any organization you represent.
1. Account & Authorization
You represent that you are at least 18 years old, that the information you provide is accurate, and that you have authority to bind the organization on whose behalf you are signing up. The person who clicks "I agree" is treated as the binding signatory for the organization (the "Customer"). You are responsible for activity under your account, including activity by your team members.
2. Acceptable Use
You may not (a) reverse engineer, decompile, or attempt to extract source code from the Service; (b) use the Service to violate law, infringe rights, or transmit malicious code; (c) probe, scan, or test the vulnerability of the Service except under a written engagement with us; (d) resell, sublicense, or white-label the Service except under a separate written agreement; (e) interfere with other tenants' data, performance, or security; (f) use the Service to build a competing product.
3. Customer Data
You retain ownership of data you upload ("Customer Data"). You grant us a worldwide, royalty-free license to host, process, and display Customer Data solely to provide and improve the Service. We may use de-identified, aggregated metrics from Customer Data for product analytics and AI quality measurement. We will not sell Customer Data, and we will not use Customer Data to train third-party AI models without your prior written consent.
4. AI Features
The Service includes AI features (estimate drafting, scope suggestions, document summarization, etc.). AI output is generated by statistical models and may be inaccurate, incomplete, or hallucinated. You are responsible for reviewing AI output before relying on it, sending it to clients, or using it as the basis of a contract or invoice. See our separate AI Disclosure document for specifics on what the AI does and what data it sees.
5. Fees & Billing
Pricing is set in your subscription order or, absent that, on the public pricing page in effect when you signed up. Fees are billed in advance and are non-refundable except as required by law or as expressly stated in a separate written agreement. We may adjust pricing on 30 days' notice. If you do not pay, we may suspend or terminate access after reasonable notice. Late balances accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower.
6. Term & Termination
Either party may terminate for material breach not cured within 30 days of written notice. We may suspend access immediately for security incidents, non-payment after notice, or breach of Section 2. On termination, your right to access the Service ends; we will make Customer Data available for export for 30 days, after which we may delete it.
7. Confidentiality
Each party agrees to protect the other's confidential information with the same care it uses for its own (and at minimum reasonable care), and to use it only to perform under these Terms.
8. Limited Warranty / Disclaimer
We warrant that the Service will perform materially in accordance with our published documentation. EXCEPT FOR THE FOREGOING, THE SERVICE IS PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AI OUTPUT IS PROVIDED WITHOUT ANY WARRANTY AS TO ACCURACY OR FITNESS.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID US FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR LOST-PROFITS DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY. THE FOREGOING DOES NOT LIMIT LIABILITY FOR (a) PAYMENT OBLIGATIONS, (b) INDEMNIFICATION OBLIGATIONS, OR (c) CUSTOMER'S BREACH OF SECTION 2.
10. Indemnification
You will defend, indemnify, and hold us harmless from third-party claims arising out of (a) your Customer Data, (b) your violation of Section 2, (c) your violation of law, and (d) your use of AI output without the review contemplated by Section 4. We will defend, indemnify, and hold you harmless from third-party claims that the Service, used in accordance with these Terms, infringes a US patent, copyright, or trademark, subject to standard carve-outs.
11. Liquidated Damages for Specified Breaches
The parties agree that damages for breach of Sections 2(a) (reverse engineering), 2(d) (resale/white-label without agreement), or 2(f) (building a competing product) would be difficult to calculate. Customer agrees that liquidated damages of $25,000 USD per incident are a reasonable estimate, not a penalty, and are in addition to injunctive relief.
12. Injunctive Relief
Customer acknowledges that breach of Sections 2, 3, 7, or 11 may cause irreparable harm for which monetary damages are inadequate, and we are entitled to seek injunctive relief without posting bond in addition to all other remedies.
13. Attorney Fees
In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorney fees and costs.
14. No-Workaround
Customer agrees not to engage in conduct that has the same substantive effect as a prohibited act in Section 2 through any indirect means, agent, affiliate, or third party.
15. Governing Law / Venue
These Terms are governed by the laws of the State of Florida, without regard to conflicts-of-law rules. Exclusive venue for any dispute is in the state or federal courts located in Manatee County, Florida, and each party consents to personal jurisdiction there. Each party waives the right to a jury trial.
16. Click-Through Enforceability
You acknowledge that clicking "I agree" or accessing the Service after notice of these Terms constitutes your manifest assent under the federal E-SIGN Act and the Uniform Electronic Transactions Act, and forms a binding agreement enforceable to the same extent as a signed paper contract. We log the date, time, IP, and user agent of your acceptance and you agree those logs are admissible evidence of assent.
17. Survival
Sections 3, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and any other provision that by its nature should survive will survive termination.
18. Updates
We may update these Terms; material changes will be announced and will require re-acceptance on next login. Continued use after the effective date of an update constitutes acceptance of the updated Terms.
19. Entire Agreement
These Terms, together with the Privacy Policy and AI Disclosure incorporated by reference, are the entire agreement between you and us regarding the Service and supersede prior or contemporaneous oral or written communications.