Terms of Use for Arahi AI

Last Updated: October 05, 2025

These Terms of Use ("Terms") govern your membership with Arahi AI, a product described on our Website at https://arahi.ai ("Subscription"). Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website ("Subscription Tier").

By clicking the acceptance button, paying for your Subscription, or otherwise accepting the benefit of any part of the Solution, you agree to be bound by these Terms which form a binding contractual agreement between you or the company you represent (the "Client", "User", or "you") and Arahi AI LLC, a limited liability company registered in the United States with principal place of business at Briarwood, Queens, NY 11435 ("Arahi AI", "our", "we" or "us"). You represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.

We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.

In these Terms, capitalized words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions section at the end of these Terms.

Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

1. COMPANY INFORMATION AND CONTACT

These Terms are between you and Arahi AI LLC, a limited liability company registered in the United States (Briarwood, Queens, NY 11435).

For support or legal inquiries, contact:

Support: support@arahi.ai
Legal: legal@arahi.ai

2. THE SOLUTION

2.1 Order

(a) By submitting an order for the purchase of a Subscription on the Website, or by responding to a quote from us indicating that you would like us to provide any goods, software or services to you, including Additional Services (Order), you represent and warrant that:

(i) you have the legal capacity and are of sufficient age (at least 18 years old) to enter into a binding contract with us;

(ii) you are authorized to use the debit or credit card you provide with your Order; and

(iii) all information provided during registration is accurate and up to date.

(b) Submitting or agreeing to an Order constitutes your intention and offer to enter into these Terms.

2.2 Your Subscription and the Solution

(a) The Solution. The Solution includes the Software, the Hosted Services, the Support Services, and any agreed Additional Services, to the extent described in your Subscription Tier. Arahi AI provides an agentic AI solution that enables users to build, deploy, and integrate AI agents into business workflows for automation, data processing, and analytics.

(b) Scope of Subscription. Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website and in your Order (as may be amended from time to time by notice to you in accordance with these Terms).

(c) Term of Subscription. Your Subscription will commence on the date we make the Solution available to you (subject to you paying our Fees), and will continue for the Subscription Period, unless terminated earlier in accordance with these Terms.

2.3 Accounts

(a) Account Registration. To submit an Order or to use the Solution, you may be required to sign up, register and receive an account through the Website (an Account).

(b) Information Required. As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, profile information, payment details, and other information as determined by us from time to time.

(c) Accuracy Warranty. You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.

(d) Account Acceptance. Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

(e) Account Security. You must maintain the confidentiality of your credentials and must not share your Account information, including log-in details or passwords, with any other person. Any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorized use of your Account, password, or email, or any other breach or potential breach of the Solution's security.

(f) Account Suspension or Cancellation. We may, in our absolute discretion, suspend or cancel your Account for any reason, including for any failure by you to comply with these Terms.

2.4 The Software

(a) License Grant. During the Subscription Period, we grant to you a limited, non-exclusive, non-transferable, revocable license to access and use the Software and Documentation for internal business purposes, including the creation and deployment of AI agents and integrations, for the Number of Solution Uses specified in your Subscription Tier. If your Subscription Tier does not specify a Number of Solution Uses, your license will be limited to one (1) use.

(b) Enhancements. We may from time to time, in our absolute discretion, release enhancements to the Software, where "Enhancements" means any upgraded, improved, modified or new versions of the Software. Any Enhancements to the Software will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.

(d) Software Warranties. We warrant that the Software will, when used in accordance with these Terms and the Documentation, conform in all material respects with the Documentation.

2.5 Solution Components Provided

We will provide you with:

(a) Hosted Services and Support Services, as set out in the Order for your Subscription, or as agreed by us in writing from time to time; and

(b) Additional Services from time to time, as set out in any Order accepted by us.

2.6 Review of Services

If you review and approve of a Service, then that will constitute acceptance of responsibility for any errors and omissions within that Service (for example, in any deliverables we prepare for you). We will use our best efforts to ensure there are no such errors or omissions.

2.7 Collection Notice and Privacy

(a) We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.

(b) Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.

3. USE RESTRICTIONS AND OBLIGATIONS

3.1 Permitted Use

You may use the Solution solely for internal business purposes in accordance with these Terms and applicable law.

3.2 Prohibited Activities

You must not, and must not encourage or permit any User or third party to, without our prior written approval:

(a) Reverse engineer, decompile, disassemble, or extract source code from the Software;

(b) Use the Solution to develop competing products or services;

(d) Upload malicious code, viruses, or harmful content;

(e) Circumvent usage limits, rate limits, authentication mechanisms, or security features;

(f) Interfere with or disrupt the Solution's operation or any networks connected to the Solution;

(g) Upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic, racist, or discriminatory material;

(h) Upload any material that is owned or copyrighted by a third party without authorization;

(i) Make copies of the Documentation or the Software except as expressly permitted;

(j) Adapt, modify, or tamper in any way with the Software;

(k) Remove or alter any copyright, trademark, or other proprietary notice on or forming part of the Software or Documentation;

(l) Act in any way that may harm our reputation or that of associated parties or do anything contrary to the interests of us or the Solution;

(m) Use the Software in a way which infringes the Intellectual Property Rights of any third party;

(n) Create derivative works from or translate the Software or Documentation;

(o) Publish or otherwise communicate the Software or Documentation to the public, including by making it available online or sharing it with third parties;

(p) Sell, loan, transfer, sub-license, hire, or otherwise dispose of the Software or Documentation to any third party;

(q) Attempt to circumvent any technological protection mechanism or other security feature;

(r) Permit any use of the Solution in addition to the Number of Solution Uses specified in your Subscription Tier;

(s) Conduct illegal, unethical, or fraudulent activities;

(t) Generate misinformation or harmful content;

(u) Conduct unauthorized data scraping or bulk harvesting; or

(v) Make any automated use of the Solution without our express written consent.

3.3 AI-Specific Use Requirements

(a) Probabilistic Nature. The Solution relies on probabilistic AI models. Outputs may contain inaccuracies, biases, or incomplete data.

(b) Verification Responsibility. You are solely responsible for verifying AI outputs before using them in any critical, legal, financial, medical, or other high-stakes context.

(c) No Reliance. You acknowledge that information given to you through the Software, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information.

3.4 User Obligations

You agree, and you must ensure that all Users agree:

(a) To comply with each of your obligations in these Terms;

(b) Not to intimidate, harass, impersonate, stalk, threaten, bully, or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content, or harassment in connection with the Solution;

(d) Not to share User Accounts with any other person;

(e) Not to use the Software for any purposes other than building, deploying, and managing AI agents for business automation and analytics (Purpose);

(f) Not to integrate the Software with third party data or software, or make additions or changes to the Software (including by incorporating APIs into the Software) except as expressly permitted or for the Purpose;

(g) That we may change any features of the Solution at any time on notice to you;

(h) That we may cancel your, or any User's, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, these Terms; and

(i) To not share your User Account information (including your Account information), including log in details or passwords, with any other person. You must immediately notify us of any unauthorized use of your User Account, Account, password or email, or any other breach or potential breach of the Solution's security.

3.5 Client Cooperation

You agree to:

(a) Provide us with all documentation, information, and assistance reasonably required by us to provide the Solution; and

(b) Provide us with access to any third party or other accounts used by you (including log-in details and passwords), as is reasonably required by us to provide the Solution.

3.6 Material Accuracy

(a) You warrant that all information, documentation, and other Material you provide to us for the purpose of using the Solution is complete, accurate, and up-to-date.

(b) You release us from all liability in relation to any loss or damage arising out of or in connection with the Solution, to the extent such loss or damage is caused or contributed to by information, documentation, or any other Material provided by you being incomplete, inaccurate, or out-of-date.

3.7 Misuse Reporting

If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details provided on our Website.

4. THIRD-PARTY INTEGRATIONS

4.1 Third-Party Platforms

Arahi AI may integrate with third-party platforms (e.g., Google, Slack, Stripe, OpenAI, Anthropic). You agree to comply with their respective terms and conditions.

4.2 No Responsibility for Third Parties

(a) Arahi AI is not responsible for third-party service performance, availability, functionality, pricing changes, or Terms of Service.

(b) We will not be liable for any loss or damage suffered by you in connection with Third-Party Terms.

(c) You must immediately notify us if you do not agree to such Third-Party Terms and if you do not agree to any Third-Party Terms, this may affect our ability to meet any agreed schedules for delivery.

4.3 Third-Party API Keys

Where you connect your own third-party API keys (for example, to access third-party AI models):

(a) You are solely responsible for all usage, costs, and compliance with any applicable third-party terms;

(b) We will not be liable for any loss or damage arising from your use of such third-party API keys; and

4.4 Integration Issues

(a) You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Software and other software programs will be free from errors, defects, or delay.

(b) You agree that we will not be liable for the functionality of any third-party goods or services, including any third-party software, or for the functionality of the Software if you integrate it with third-party software, or change or augment the Software.

4.5 User Software Changes

If you add third-party software or software code to the Software, integrate the Software with third-party software, or make any other changes to the Software, including the Software code (User Software Changes), then:

(a) You acknowledge and agree that User Software Changes can have adverse effects on the Solution, including the Software;

(b) You will indemnify us in relation to any loss or damage that arises in connection with the User Software Changes;

(c) We will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Software Change;

(d) We may require you to change or remove User Software Changes, at our discretion, and if we do so, you must act promptly;

(e) We may suspend your access to the Solution until you have changed or removed User Software Changes; and/or

(f) We may change or remove any User Software Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Software Change.

5. POSTED MATERIAL

5.1 Warranties and Indemnity

(a) By providing or posting any information, Material or other content in connection with the Software (Posted Material), you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:

(i) you are authorized to provide the Posted Material;

(ii) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

(iii) the Posted Material is free from any material that may harm our reputation or that of associated or interested parties;

(iv) the Posted Material is not "passing off" of any product or service and does not constitute unfair competition;

(v) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

(vi) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system; and

(vii) the Posted Material does not breach or infringe any applicable Laws.

(b) You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim that Posted Material infringes any third party's Intellectual Property Rights.

5.2 Removal

(a) The Software acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material. However, we may, in our absolute discretion, review and remove any Posted Material from the Solution at any time without giving any explanation or justification for removing the Posted Material, including if we determine that the Posted Material infringes a third party's Intellectual Property Rights, or is reasonably likely to.

(b) You agree that you are responsible for keeping and maintaining records of Posted Material.

6. INTELLECTUAL PROPERTY AND DATA

6.1 Infringing Content on the Software

(a) If you become aware of Posted Material, or other Material, on the Software that infringes the Intellectual Property Rights of any person, or is reasonably likely to, please contact us immediately.

(b) If you submit a complaint to us under clause 6.1(a):

(i) you warrant that the substance of the complaint is accurate, true and involves infringement of copyright or other Intellectual Property Rights;

(ii) you acknowledge and agree that groundless threats of legal proceedings in relation to intellectual property infringement may be prohibited under applicable law; and

(iii) you agree to indemnify Arahi AI in relation to any loss or damage that may arise in relation to your complaint, including in relation to any third party claim that the complaint contains a groundless threat.

6.2 Arahi AI Ownership

(a) Our Rights. Arahi AI owns all rights, title, and interest in its software, AI models, algorithms, documentation, and intellectual property, excluding User Content. We retain ownership of all materials provided to you throughout the course of your Subscription in connection with the Software (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Software Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us not expressly granted to you.

(b) License to Software Content. You are granted a license to the Software Content, for the Number of Solution Uses, and you may make a temporary electronic copy of the Software Content for the sole purpose of viewing it and using it for the purposes of the Solution. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify, or publish any Software Content without prior written consent from us or as otherwise permitted by Law.

6.3 User Content

(a) Your Ownership. You retain ownership of any data, prompts, materials, or information you upload or input into the Solution ("User Content" or "Client Data").

(b) License to Arahi AI. By submitting User Content, you grant Arahi AI a worldwide, royalty-free, non-transferable, non-exclusive license to use, store, and process such content solely to the extent reasonably required to:

(i) Provide and operate the Solution;

(ii) Improve the Solution and AI models using anonymized or aggregated data derived from User Content; and

(iii) Comply with applicable laws and legal obligations.

(c) Anonymized Data. We may use anonymized or aggregated data derived from User Content to enhance our AI models and performance. "Anonymized data" means data that has been processed to remove or obscure personally identifiable information such that individual users cannot be reasonably identified.

(d) Data Security Commitments. We will:

(i) Establish, maintain, enforce, and continuously improve safety and security procedures and safeguards against the unauthorized use, destruction, loss, or alteration of Client Data;

(ii) Not make any undocumented, unreported, or unauthorized configuration changes to our systems or to the information security controls that secure Client Data, if those changes would materially decrease the protections afforded to Client Data; and

(iii) Notify and keep you notified at all times of our current safety and security procedures and safeguards that are made from time to time.

(e) Data Removal. We reserve the right to remove any Client Data at any time, for any reason, including where we deem Client Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic, or racist.

(f) Your Responsibilities. You are responsible for ensuring that:

(i) You share Client Data only with intended recipients; and

(ii) All Client Data is appropriate and not offensive.

(g) Warranty and Indemnity. You:

(i) Warrant that our use of Client Data in accordance with these Terms will not infringe any third-party Intellectual Property Rights; and

(ii) Indemnify us from and against all losses, claims, expenses, damages, and liabilities (including any taxes, fees, or costs) which arise out of such infringement.

6.4 AI-Generated Outputs

(a) Your Ownership. You own the AI-generated outputs ("Outputs") created from your inputs, subject to applicable law and third-party rights.

(b) Your Responsibility. You are responsible for ensuring such Outputs do not infringe third-party rights or violate applicable laws.

(c) No Warranties. Arahi AI provides Outputs "as is," without warranties regarding accuracy, originality, completeness, or fitness for any particular purpose.

6.5 Feedback

Feedback, suggestions, or ideas you share with Arahi AI may be used freely without compensation or obligation to you.

7. HOSTED SERVICES AND SUPPORT

7.1 Hosted Services

We will store User Data you upload to the Software using a third-party hosting service selected by us (Hosting Service), subject to the following terms:

(a) Hosting Location. We may use storage servers to host the Software through cloud-based services in the United States and potentially other locations, unless otherwise agreed in writing.

(b) Service Quality. While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Service will be free from errors or defects or that User Data will be accessible or available at all times.

(c) Backups and Disaster Recovery. In the event that User Data is lost due to a system failure (e.g., a database or webserver crash), we cannot guarantee that any backup will be available, or if available, that such a backup will be free from errors or defects. You are responsible for maintaining your own backups of critical data.

7.2 Support Services

If the Solution includes us providing you with support, where necessary to resolve technical issues with the Software (Support Services), unless otherwise specifically agreed in writing:

(a) We will take reasonable steps to provide Support Services where necessary. You should first endeavor to resolve any issues with the Software internally and we will not assist with issues that are beyond our reasonable control.

(b) You are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Personnel to access and use the Software.

(c) You will not have any claim for delay to your access to the Software due to any failure or delay in Support Services.

(d) Support Services do not include training, custom development, or consulting services unless specifically agreed in a separate Order.

8. SUBSCRIPTIONS, FEES, AND PAYMENT

8.1 Fees

You agree to pay the Fees in the amounts, and at the times, set out in the relevant Order. Fees may consist of:

(a) Subscription Fees;

(b) Actions (units of work performed by the Solution);

(d) Fees for Additional Services.

Fees may change from time to time and will be applied to the next full billing cycle following at least fourteen (14) days' notice to you.

8.2 Subscription Fees

You must pay subscription fees to us in the amounts and at the times specified in your Order, or as otherwise agreed in writing (Subscription Fees).

8.3 Actions

Where your Subscription includes Actions, such Actions will be available for use during the Subscription Period in accordance with your Subscription Tier. Actions are a unit of measure for work performed by the Solution (for example, sending an email, updating a CRM, or executing a workflow).

8.4 Vendor Credits

(a) Definition. Vendor Credits are prepaid credits corresponding to third-party AI model usage, redeemable through the Solution.

(b) Validity. Vendor Credits will remain valid indefinitely while you maintain an Active Subscription (meaning any paid Subscription that is current and not subject to cancellation, suspension, or termination).

(i) Termination, cancellation, or suspension of your Subscription;

(ii) Deletion of your Account at your request; or

(iii) Our termination of your Account or Subscription due to a breach of these Terms (including, without limitation, for any non-payment of any amounts due).

(d) Service Changes. To the extent we sunset any Solution features associated with any Vendor Credits, then you may also forfeit the right to such Credits as related to such sunsetted features.

(e) Pricing. Vendor Credits are charged at cost and we do not apply any markup or surcharge. We do not guarantee the continued availability or pricing of any third-party model.

(f) Not Currency. Vendor Credits and Actions are not legal tender, currency, or stored value, and have no cash or monetary value. They cannot be redeemed for cash, refunded, transferred, or used to offset or pay Subscription Fees or any other amounts owed to Arahi AI. Vendor Credits are solely a unit of measure for model usage through the Solution and otherwise have no monetary or other value and cannot be sold, shared, or assigned to any other person or entity.

8.5 Automatic Renewal

Subscriptions automatically renew each billing cycle unless canceled in accordance with Section 9.

8.6 Billing and Payment

(a) Payments are processed via third-party providers (e.g., Stripe). You authorize us to charge applicable fees, taxes, and renewal amounts to your designated payment method.

(b) All Fees are stated exclusive of applicable taxes unless otherwise indicated. You are responsible for all applicable taxes, including GST, VAT, sales tax, or other similar taxes. In relation to any such tax payable for a taxable supply by us, you must pay the tax subject to us providing a valid tax invoice.

(c) We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit, or charge card (including Visa, MasterCard, or American Express).

8.7 Late Payments

We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees when due in accordance with these Terms.

8.8 No Change of Mind Refunds

Our Fees are non-refundable for change of mind, except as expressly provided in Section 9 (Cancellation and Termination).

9. UPGRADE AND DOWNGRADES

9.1 Subscription Tier Changes

(a) You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you do, we will:

(i) take reasonable steps to promptly provide you with access to the new Subscription Tier; and

(ii) upon providing such access, apply the new, relevant Subscription Fees, in the billing cycle immediately following the cycle in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in that subsequent cycle.

(b) For the avoidance of doubt, if you choose to downgrade your Subscription, the new Subscription Fees will take effect at the start of the next billing cycle, unless we notify you otherwise. We generally do not pro-rate downgrades in between billing cycles, however we reserve the right to do so from time to time.

(c) If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any Client Data. For clarity, previously purchased Vendor Credits will remain valid following a downgrade provided your Subscription remains active.

10. CANCELLATION AND TERMINATION

10.1 Cancellation by You

(a) You may cancel your Subscription at any time by providing notice to us at support@arahi.ai.

(b) Your Subscription will end at the conclusion of the then-current billing cycle, and you will be charged for that billing cycle.

(c) Your license to the Solution under these Terms will last for the remainder of the then-current billing cycle to ensure you have an opportunity to retrieve all data you may need from the Software.

(d) Any unused Actions or Vendor Credits will automatically expire upon the effective date of cancellation and are non-refundable.

(e) Your access to the Solution will be revoked at the end of the relevant billing cycle in which you cancel your Subscription.

10.2 Data Retention After Cancellation

Once the then-current billing cycle ends following your cancellation, we will have no responsibility to store or otherwise retain any User Data, and you release us in respect of any loss or damage which may arise out of us not retaining any User Data or other Material beyond that point. You have thirty (30) days from the date of cancellation to export your data, after which it may be deleted or anonymized.

10.3 Termination by Arahi AI

(a) For Breach. We may terminate these Terms or your Subscription immediately by notice to you if:

(i) You breach these Terms and do not remedy such breach within ten (10) Business Days of receiving notice requiring you to do so; or

(ii) You suffer an Insolvency Event.

(b) Without Cause. We may also terminate these Terms or your Subscription at any time by providing you with thirty (30) days' notice.

(c) Refund Upon Our Termination. If we cancel your Subscription under Section 10.3(b), in circumstances where you have not breached any of these Terms, we will issue you with a refund of a pro-rata amount of the Subscription Fee, in proportion to the remainder of the period in which you will not have access to your Subscription due to our cancellation. Any remaining Actions and Vendor Credits will automatically expire and are non-refundable.

10.4 Termination by You for Cause

(a) You may terminate these Terms or your Subscription immediately by notice to us if:

(i) We breach these Terms and do not remedy such breach within ten (10) Business Days of receiving notice requiring us to do so; or

(ii) We suffer an Insolvency Event.

(b) If you validly terminate these Terms under this section, you will be entitled to a refund of any Subscription Fees paid in advance in respect of the period after termination, but you will not receive a refund for any of your outstanding Vendor Credits.

10.5 Immediate Suspension

We may suspend or cancel your Account, revoke access to the Solution, and immediately expire any remaining Vendor Credits or Actions if you breach these Terms, including but not limited to violations of Section 3 (Use Restrictions and Obligations).

11. CONFIDENTIALITY

11.1 Confidentiality Obligations

(a) Except as contemplated by these Terms, a party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party's prior written consent.

(b) Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorized access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.

(c) The notifying party will investigate each potential, actual or suspected security breach and assist the other party in connection with any related investigation.

12. LIABILITY

12.1 Warranties

(a) We warrant that the Software will, when used in accordance with these Terms and the Documentation, conform in all material respects with the Documentation.

(b) You acknowledge and agree that to the extent the Solution is provided to you at no cost, the Solution is provided on an "as-is" basis and we do not make any warranties about the Solution.

(c) When we supply the Solution, other than as required by Law, we make no representations or warranties that the Solution is reliable, suitable, or complete. In particular, we do not represent or warrant to you that:

(i) your use of the Solution will meet your requirements;

(ii) your use of the Solution will be uninterrupted, timely, secure or free from error;

(iii) any information provided through the Solution will be accurate or reliable;

(iv) defects in the operation or functionality of any part of the Solution will be corrected; or

(v) the Solution will be free from viruses or anything else which may damage any device used to access the Solution or any data on such a device.

(d) To the maximum extent permitted by applicable law, all warranties, conditions and representations about the Solution (whether express or implied) are excluded, including any warranties, conditions and representations relating to merchantability, fitness for purpose, title and non-infringement of third-party rights.

(e) Without limiting the above, we make no warranties or representations about the accuracy or completeness of content or information provided through the Solution, including any Posted Material or information provided by other users of the Solution.

12.2 Limitation of Liability

(a) To the maximum extent permitted by applicable law, our total liability arising out of or in connection with the Solution or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the total Fees you paid to us in the three (3) months immediately preceding the event giving rise to the liability.

(b) Despite anything to the contrary, to the maximum extent permitted by applicable law, we will not be liable for, and you waive and release us from and against, any liability for any:

(i) consequential loss;

(ii) loss of profits;

(iii) loss of business opportunity;

(iv) loss of revenue;

(v) loss of savings;

(vi) loss of data; or

(vii) indirect loss.

(c) The exclusions and limitations in this Section 12 will apply whether or not we have been advised of or should have been aware of the possibility of such losses.

(d) You agree to indemnify us, and hold us harmless, from and against any and all claims, liabilities, losses, damages, costs or expenses (including legal costs on a full indemnity basis) arising out of or in connection with:

(i) your use of the Solution;

(ii) any breach of these Terms by you;

(iii) any act or omission of you, your Personnel, or your Users; or

(iv) any Posted Material you upload.

13. DISPUTES AND DISPUTE RESOLUTION

13.1 Dispute Resolution Process

(a) A party claiming that a dispute has arisen under or in connection with these Terms (Dispute) must not commence court proceedings arising from or relating to the Dispute, other than a claim for urgent interlocutory relief, unless that party has complied with this Section 13.

(b) A party that requires resolution of a Dispute must give the other party written notice containing reasonable details of the Dispute and proposed resolution.

(c) The parties must meet (whether in person, by telephone or video conference) within ten (10) Business Days of the notice under Section 13.1(b) to seek (in good faith) to resolve the Dispute.

(d) If the parties are unable to resolve the Dispute within twenty (20) Business Days of the meeting under Section 13.1(c), either party may refer the Dispute to mediation administered by a mutually agreed upon mediation service.

(e) If the Dispute is not settled within thirty (30) Business Days after the referral to mediation, either party may take legal proceedings in relation to the Dispute.

14. FORCE MAJEURE

14.1 Force Majeure Events

(a) We will not be liable for any delay or failure to perform our obligations under these Terms if such delay or failure is due to a Force Majeure Event.

(b) If a Force Majeure Event continues for a period of thirty (30) days or more, either party may terminate these Terms by written notice to the other party.

(c) For the purposes of this clause, "Force Majeure Event" means any event or circumstance beyond our reasonable control, including but not limited to fire, storm, flood, earthquake, epidemic, pandemic, explosion, war, terrorism, sabotage, embargo, labor dispute or shortage, riot, civil commotion, government intervention, order or law, or failure of a utility service, telecommunication network or transport network.

15. NOTICES

15.1 Method of Notice

(a) A notice or other communication given under these Terms must be:

(i) in writing and in English; and

(ii) delivered by email to the recipient's email address last notified by the recipient, or by mail to the recipient's physical address last notified by the recipient.

(b) A notice or other communication is deemed received if:

(i) delivered by hand, at the time of delivery;

(ii) sent by mail, three (3) Business Days after posting; or

(iii) sent by email, subject to not receiving an automated message that the email has not been delivered, within twenty-four (24) hours after sending.

16. GENERAL PROVISIONS

16.1 Governing Law and Jurisdiction

These Terms are governed by the laws of the State of New York, United States. Each party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the federal courts located in New York.

16.2 Waiver

A waiver of any right, power or remedy under these Terms must be in writing signed by the party granting it. A failure or delay in exercise, or partial exercise, of a right, power or remedy does not result in a waiver of that right, power or remedy.

16.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, it will be severed from these Terms to the extent of the invalidity, illegality or unenforceability, and the remaining provisions will continue in full force and effect.

16.4 Assignment

(a) You may not assign, transfer or novate any of your rights or obligations under these Terms without our prior written consent.

(b) We may assign, transfer or novate any of our rights or obligations under these Terms without your consent, including to any successor entity in connection with a merger, acquisition, or sale of assets.

16.5 Entire Agreement

These Terms, together with our Privacy Policy and any Order, contain the entire understanding between the parties concerning the subject matter and supersede all previous agreements, representations, warranties, or understandings between the parties.

16.6 Interpretation

In these Terms:

(a) words importing the singular include the plural and vice versa;

(b) words importing a gender include any gender;

(d) headings are for convenience only and do not affect interpretation;

(e) references to a clause or section are references to clauses or sections in these Terms;

(f) references to a party include that party's successors and permitted assigns;

(g) references to dollars or $ are to United States dollars; and

(h) where a word or phrase is defined, other grammatical forms of that word or phrase have corresponding meanings.

16.7 Survival

The following provisions will survive termination or expiration of these Terms: Sections 6 (Intellectual Property and Data), 11 (Confidentiality), 12 (Liability), 13 (Disputes and Dispute Resolution), and 16 (General Provisions).

17. CONTACT INFORMATION

For any questions, support requests, or legal inquiries, please contact:

General Support: support@arahi.ai
Legal Inquiries: legal@arahi.ai
Mailing Address: Arahi AI LLC, Briarwood, Queens, NY 11435, USA

By using the Arahi AI Solution, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.

DEFINITIONS

In these Terms, the following expressions have the following meanings:

Account has the meaning given in Section 2.3(a).

Actions means a unit of work performed by the Solution, as further described on our Website (for example, sending an email, updating a CRM, or executing a workflow).

Active Subscription means any paid Subscription that is current and not subject to cancellation, suspension, or termination under these Terms.

Additional Services means any services we provide you in addition to the Hosted Services and Support Services, as set out in an Order.

Business Day means a day on which banks are open for business in New York, other than a Saturday, Sunday or public holiday.

Client Data means any data, information or material inputted by you, your Personnel or your Users into the Software. Also referred to as User Content.

Confidential Information means any information that: (a) is disclosed to a party in connection with these Terms, whether before or after the date of these Terms; (b) is prepared or produced under or in connection with these Terms, whether before or after the date of these Terms; or (c) relates to a party's business, assets or affairs; but does not include information that is in or becomes part of the public domain other than through breach of these Terms or an obligation of confidence owed to any person.

Dispute has the meaning given in Section 13.1(a).

Documentation means any and all manuals, help files, user guides and other documentation provided by us to you to assist with the use of the Software.

Enhancements has the meaning given in Section 2.4(b).

Fees means the Subscription Fees, fees for Additional Services, fees for Actions, fees for Vendor Credits, and any other fees you must pay us in accordance with an Order.

Force Majeure Event has the meaning given in Section 14.1(c).

Hosted Services means the hosting services described in Section 7.1.

Hosting Service has the meaning given in Section 7.1.

Insolvency Event means any of the following events in relation to a party: (a) the party is wound up or dissolved, or an administrator, liquidator or receiver is appointed; (b) the party is insolvent or bankrupt within the meaning of applicable bankruptcy or insolvency laws; (c) the party is unable to pay its debts as and when they fall due; or (d) the party is subject to any analogous event or proceeding in any jurisdiction.

Intellectual Property Rights means all intellectual property rights, including copyright, trademarks, service marks, trade names, design rights, patents, rights to inventions, trade secrets, domain names, database rights, and any similar rights in any part of the world, whether or not registrable, and whether or not registered.

Law means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in any relevant jurisdiction, and includes common law and equity.

Material means any material in any form, including documents, specifications, images, data, software, source code, object code, reports, drawings, technology, know-how and Confidential Information.

Number of Solution Uses has the meaning given in Section 2.4(a).

Order has the meaning given in Section 2.1(a).

Outputs has the meaning given in Section 6.4(a).

Personnel means officers, employees, contractors and agents.

Posted Material has the meaning given in Section 5.1(a).

Privacy Policy means our privacy policy available at https://arahi.ai/privacy-policy, as amended from time to time.

Purpose has the meaning given in Section 3.4(e).

Software means the Arahi AI software described on the Website, and includes any Enhancements.

Software Content has the meaning given in Section 6.2(a).

Solution has the meaning given in Section 2.2(a).

Subscription has the meaning given in the introduction to these Terms.

Subscription Fees has the meaning given in Section 8.2.

Subscription Period means the period during which your Subscription is active, commencing on the date specified in Section 2.2(c) and continuing until terminated in accordance with these Terms.

Subscription Tier has the meaning given in the introduction to these Terms.

Support Services has the meaning given in Section 7.2.

Third Party Terms has the meaning given in Section 4.2.

User means an end user of the Solution, being a person you permit to use the Solution, including your Personnel.

User Account has the meaning given in Section 3.4(c).

User Content means any data, prompts, materials, or information you upload or input into the Solution. Also referred to as Client Data.

User Data means any data, information or material inputted by Users into the Software.

User Software Changes has the meaning given in Section 4.5.

Vendor Credits means prepaid credits corresponding to third-party AI model usage, redeemable through the Solution. Vendor Credits are valid indefinitely while you maintain an Active Subscription, but immediately expire upon cancellation or termination, as further set forth in these Terms.

Website means https://arahi.ai or such other URL as notified by us from time to time.