These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", "your") and APEX Automata ("Company", "we", "us", "our"), governing your access to and use of the APEX Automata platform-as-a-service ("Platform", "Service").
By accessing or using the Platform, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization.
1. Definitions
"Platform" means the APEX Automata cloud-based platform-as-a-service, including all APIs, tools, dashboards, documentation, and infrastructure provided by the Company for the purpose of enabling Customers to build, deploy, and manage AI-powered agents, connectors, workflows, and solutions.
"Customer Data" means any data, content, materials, or information uploaded, submitted, stored, or processed by the Customer or its Authorized Users through the Platform, including but not limited to documents, configurations, prompts, training data, and outputs generated by Customer-configured AI agents.
"Workspace" means an isolated, logically separated environment within the Platform provisioned to the Customer, within which the Customer deploys and manages its solutions, agents, connectors, and data.
"Authorized Users"means individuals authorized by the Customer to access and use the Platform under the Customer's account.
"AI Models" means third-party large language models and other AI models made available through the Platform, including but not limited to models provided by OpenAI, Anthropic, Google, and other providers integrated into the Platform.
"Subscription Plan" means the specific tier of service, features, usage limits, and pricing selected by the Customer, as described on the pricing page or in a separate order form.
2. Nature of Service — Platform as a Service
2.1. The Company provides the Platform as a platform-as-a-service (PaaS). The Customer uses the Platform to build, configure, deploy, and operate its own AI-powered solutions. The Company does not control, direct, or determine the purposes or means of processing of Customer Data, except as strictly necessary to provide the Platform infrastructure.
2.2. The Customer is solely responsible for: (a) all content, data, and materials uploaded to or processed through the Platform; (b) the configuration and behavior of AI agents, connectors, and workflows deployed within its Workspace; (c) the outputs generated by AI models as configured by the Customer; (d) compliance with all applicable laws regarding the Customer's use of the Platform, including the use of AI-generated content; (e) ensuring that its use of the Platform complies with any applicable sector-specific regulations.
2.3. The Company does not provide legal, financial, medical, or other professional advice through the Platform. AI model outputs are generated by third-party models and are not reviewed, endorsed, or guaranteed by the Company.
3. Account Registration and Workspace Provisioning
3.1. To use the Platform, the Customer must register an account and provide accurate, complete, and current registration information. The Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account.
3.2. Upon registration and selection of a Subscription Plan, the Company will provision one or more Workspaces for the Customer. Each Workspace is logically isolated from other Customers' Workspaces. The Customer shall not attempt to access other Customers' Workspaces or data.
3.3. The Customer may designate Authorized Users and is responsible for ensuring that all Authorized Users comply with these Terms. The Customer is liable for any breach of these Terms by its Authorized Users.
4. Subscription, Fees, and Payment
4.1. Access to the Platform is provided on a subscription basis. The Customer shall pay all fees associated with its selected Subscription Plan as set forth on the pricing page or in a separate order form.
4.2. Fees are invoiced in advance on a monthly or annual basis, as selected by the Customer. All fees are non-refundable except as expressly provided in these Terms or required by applicable law.
4.3. The Company reserves the right to modify its pricing upon 30 days' prior written notice. Price changes will take effect at the start of the next billing cycle following the notice period.
4.4. If the Customer fails to pay any fees when due, the Company may suspend access to the Platform after providing 14 days' written notice of the overdue payment. Suspension does not relieve the Customer of its payment obligations.
4.5. All fees are exclusive of applicable taxes. The Customer is responsible for all sales, use, VAT, and other taxes imposed by any governmental authority with respect to the fees, excluding taxes based on the Company's income.
5. Service Level and Availability
5.1. The Company shall use commercially reasonable efforts to make the Platform available 99.9% of the time during each calendar month, excluding scheduled maintenance windows. Scheduled maintenance will be announced at least 48 hours in advance via the Platform dashboard or email notification.
5.2. The Company does not guarantee the availability, accuracy, or performance of third-party AI Models integrated into the Platform. Third-party AI Model availability is subject to the respective provider's terms and service levels.
5.3. In the event of a material failure to meet the availability target in Section 5.1, the Customer may request a service credit proportional to the downtime experienced. Service credits are the Customer's sole and exclusive remedy for availability failures.
6. Customer Data and Data Processing
6.1. The Customer retains all rights, title, and interest in and to Customer Data. The Company does not acquire any ownership rights in Customer Data.
6.2. The Company processes Customer Data solely for the purpose of providing and improving the Platform, in accordance with its Privacy Policy and any applicable Data Processing Agreement (DPA).
6.3. Where the Customer is a data controller under the General Data Protection Regulation (EU) 2016/679 ("GDPR") or equivalent EEA data protection law, and the Company processes personal data on behalf of the Customer, the Company acts as a data processor within the meaning of Article 28 GDPR. The parties shall enter into a Data Processing Agreement that satisfies the requirements of Article 28(3) GDPR.
6.4. Customer Data is processed and stored exclusively within the European Economic Area (EEA). The Company shall not transfer Customer Data outside the EEA without the Customer's prior written consent, except where required by applicable law, in which case the Company shall inform the Customer of the legal requirement before such transfer (unless prohibited by law).
6.5. The Company implements appropriate technical and organizational measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction, as further described in the Privacy Policy and any applicable DPA.
6.6. The Company does not use Customer Data to train AI models, develop new products, or for any purpose other than providing the Platform to the Customer, unless the Customer provides explicit, documented consent for a specific additional purpose.
7. AI Model Usage and Third-Party Providers
7.1. The Platform enables Customers to access third-party AI Models. Customer Data may be transmitted to third-party AI model providers solely to fulfill the Customer's instructions (e.g., processing a prompt). By default, the Company ensures that all integrated AI model providers contractually commit to not using Customer Data for model training or improvement. The Customer may opt in to allowing its Customer Data to be used for model fine-tuning or training through explicit written consent or a Platform-level setting, in which case the Company will process such data in accordance with the Customer's documented instructions and the applicable DPA.
7.2. The Customer is responsible for: (a) evaluating the suitability of AI Models for its intended use case; (b) reviewing and accepting the applicable terms of third-party AI model providers; (c) ensuring that its use of AI model outputs complies with applicable laws, including the EU AI Act (Regulation (EU) 2024/1689) where applicable.
7.3. The Company does not warrant the accuracy, completeness, reliability, or fitness for any particular purpose of outputs generated by AI Models. AI model outputs may contain errors, biases, or inaccuracies.
8. Intellectual Property
8.1. The Company retains all rights, title, and interest in and to the Platform, including all software, APIs, documentation, trademarks, and proprietary technology. Nothing in these Terms grants the Customer any ownership rights in the Platform.
8.2. Subject to the Customer's compliance with these Terms, the Company grants the Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the subscription term for the Customer's internal business purposes.
8.3. The Customer retains all intellectual property rights in Customer Data and any outputs generated by AI Models as configured by the Customer, subject to any limitations imposed by the applicable third-party AI model provider's terms.
8.4. The Customer grants the Company a limited, non-exclusive license to use Customer Data solely to the extent necessary to provide, maintain, and improve the Platform.
9. Acceptable Use
9.1. The Customer shall not use the Platform to: (a) violate any applicable law, regulation, or third-party right; (b) upload or process data that the Customer does not have the right to process; (c) generate or distribute content that is illegal, harmful, fraudulent, deceptive, defamatory, or obscene; (d) attempt to gain unauthorized access to the Platform, other Workspaces, or the Company's systems; (e) interfere with or disrupt the integrity or performance of the Platform; (f) reverse engineer, decompile, or disassemble any component of the Platform; (g) use the Platform to develop a competing product or service; (h) circumvent any usage limits, access controls, or security measures; (i) use the Platform for high-risk activities where AI failure could result in death, personal injury, or significant environmental damage, unless the Customer has implemented appropriate human oversight and safety measures.
9.2. The Company may suspend the Customer's access to the Platform immediately if it reasonably determines that the Customer's use violates Section 9.1 or poses a security risk to the Platform or other customers.
10. Confidentiality
10.1. Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to third parties, except as necessary to perform obligations under these Terms or as required by law.
10.2. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Data is deemed the Customer's Confidential Information.
10.3. Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was lawfully known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; (d) is lawfully obtained from a third party without restriction on disclosure.
11. Limitation of Liability
11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY.
11.3. The limitations in Sections 11.1 and 11.2 shall not apply to: (a) liability for death or personal injury caused by negligence; (b) liability for fraud or fraudulent misrepresentation; (c) the Customer's obligation to pay fees; (d) breach of Section 9 (Acceptable Use); (e) any liability that cannot be limited or excluded under applicable EEA law.
11.4. The Company shall not be liable for any loss or damage arising from: (a) the accuracy, completeness, or reliability of AI model outputs; (b) the Customer's reliance on AI model outputs for any decision; (c) interruptions or errors in third-party AI model services; (d) the Customer's failure to implement appropriate safeguards, backups, or human oversight.
12. Indemnification
12.1. The Customer shall indemnify, defend, and hold harmless the Company from any third-party claim arising from: (a) the Customer's use of the Platform in violation of these Terms; (b) the Customer's Customer Data or the manner in which it is processed; (c) the Customer's violation of applicable law; (d) the Customer's end users' use of solutions deployed on the Platform.
12.2. The Company shall indemnify, defend, and hold harmless the Customer from any third-party claim that the Platform, as provided by the Company and used in accordance with these Terms, infringes a third party's intellectual property rights in the EEA.
13. Term and Termination
13.1. These Terms commence on the date the Customer first accesses the Platform and continue until terminated.
13.2. Either party may terminate these Terms: (a) for convenience upon 30 days' prior written notice to the other party, effective at the end of the then-current billing period; (b) immediately if the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice; (c) immediately if the other party becomes insolvent, files for bankruptcy, or ceases to conduct business in the ordinary course.
13.3. Upon termination: (a) the Customer's access to the Platform will cease; (b) the Company shall make Customer Data available for export for a period of 30 days following termination, after which Customer Data will be securely deleted; (c) the Customer shall pay all fees accrued through the effective date of termination.
13.4. Sections that by their nature should survive termination shall survive, including Sections 6 (Customer Data), 8 (Intellectual Property), 10 (Confidentiality), 11 (Limitation of Liability), 12 (Indemnification), and 15 (Governing Law).
14. Modifications to Terms
14.1. The Company may update these Terms from time to time. Material changes will be communicated to the Customer at least 30 days before they take effect, via email or in-Platform notification.
14.2. If the Customer does not agree with the updated Terms, the Customer may terminate these Terms before the effective date of the changes. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.
15. Governing Law and Dispute Resolution
15.1. These Terms shall be governed by and construed in accordance with the laws of the Czech Republic, without regard to its conflict of laws provisions, and in compliance with applicable European Union law, including the GDPR and the EU AI Act.
15.2. Any dispute arising out of or in connection with these Terms shall first be submitted to mediation in accordance with the mediation rules of the Czech Chamber of Commerce. If the dispute is not resolved within 60 days of the commencement of mediation, either party may submit the dispute to the competent courts of the Czech Republic.
15.3. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
16. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond the party's reasonable control, including natural disasters, acts of government, pandemic, war, terrorism, civil unrest, power failures, internet or telecommunications failures, or failures of third-party service providers. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.
17. General Provisions
17.1. Entire Agreement. These Terms, together with the Privacy Policy, Cookie Policy, any applicable DPA, and any order form, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, understandings, and representations.
17.2. Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
17.3. Assignment.The Customer may not assign these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
17.4. No Waiver. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time.
17.5. Notices.All notices under these Terms shall be in writing and sent to the email address associated with the Customer's account or to the Company at legal@apex-automata.com.
17.6. Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
18. Contact
For questions about these Terms, contact us at legal@apex-automata.com.