PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE OSMOLOOP SERVICE.
By selecting a box or button indicating your acceptance (e.g., "I agree"), creating an account, or otherwise accessing or using the OsmoLoop Service (as defined below), you acknowledge that you, on your own behalf as an individual and/or on behalf of your employer or other legal entity who has procured the Service for your use ("Customer", collectively "you" or "your"), have read and understood and agree to comply with these Terms of Service ("Terms"). You are entering into a binding legal agreement with OsmoLoop Inc., a Delaware corporation ("OsmoLoop", "us", "we" or "our").
If you are entering into these Terms on behalf of a Customer (e.g., your employer), you represent and warrant that you have the full legal authority to bind the Customer to these Terms. You further represent and warrant that you are at least 18 years old.
IF YOU DO NOT AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS OR DO NOT HAVE THE AUTHORITY TO BIND THE CUSTOMER, DO NOT ACCEPT THESE TERMS OR ACCESS OR USE THE SERVICE.
You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
The OsmoLoop service is a B2B education platform that helps organizations teach and track critical knowledge through interactive assessments and targeted, personalized training, leveraging Artificial Intelligence (AI) (the "Service"). The Service is made available to you primarily on a software-as-a-service (SaaS) basis through our website located at osmoloop.com (the "Site") and potentially through integrations with third-party platforms like Slack or Google Workspace, or future mobile applications (collectively, the "Platform"). The Service includes: (i) the software accessed via the Platform; (ii) the products, services, features (including AI-powered content generation and analysis), and functionalities made available by OsmoLoop; and (iii) any content, text, documents, descriptions, graphics, videos, interactive features, and the trademarks, service marks and logos ("Marks") contained in or made available through the Service, excluding Customer Data (defined below).
Subject to Customer's compliance with these Terms and payment of applicable fees (if any), OsmoLoop hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, and revocable right for its authorized employees and contractors ("End Users") to access and use the Service during the Term (as defined below) solely for Customer's internal business operations. Customer's subscription may be limited to a specific number of End Users or other usage metrics as designated in a separate ordering document, quote, or online registration process ("Order Form"). Customer is responsible for ensuring its End Users comply with these Terms.
Customer must not, and shall not permit any End User or third party to: (i) sell, rent, lease, sublicense, distribute, or otherwise transfer the Service or any part thereof; (ii) use the Service in a service bureau or timesharing arrangement; (iii) circumvent or interfere with security features or usage limitations; (iv) reverse engineer, decompile, or disassemble the Service; (v) modify, create derivative works of, or alter the Service; (vi) use automated means (robots, spiders, etc.) to access the Service, except as expressly permitted by OsmoLoop (e.g., via documented APIs); (vii) impose an unreasonable load on OsmoLoop's infrastructure; (viii) interfere with the Service's integrity or performance; (ix) remove or obscure proprietary notices; (x) use the Service to develop a competing product; (xi) use the Service for illegal, harmful, or unauthorized purposes, or to send unsolicited communications; (xii) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights. Customer is liable for any breach of these Terms by its End Users.
To access the Service, Customer and/or its End Users must register for an account ("Account"). Customer agrees to: (i) provide accurate and complete registration information and keep it updated; (ii) ensure End Users maintain the confidentiality of their login credentials; (iii) be solely responsible for all activities that occur under its Account and its End Users' accounts; (iv) ensure each End User login is used only by that specific End User; (v) not exceed the authorized number of End Users specified in the Order Form without prior agreement and payment of additional fees; and (vi) notify OsmoLoop immediately in writing of any unauthorized use or security breach. Customer may request account cancellation by contacting support@osmoloop.com.
Customer and its End Users may provide or upload information, documents, messages (e.g., via Slack integration), assessment responses, and other content or data to the Service ("Customer Data"). As between Customer and OsmoLoop, Customer retains all ownership rights, title, and interest in and to its Customer Data. Customer grants OsmoLoop and its subcontractors a worldwide, royalty-free, non-exclusive license to host, copy, process, transmit, display, analyze, and use Customer Data solely as necessary to provide, maintain, secure, and improve the Service in accordance with these Terms and the Privacy Policy.
Customer is solely responsible for the accuracy, quality, legality, and integrity of its Customer Data. Customer represents and warrants that it has obtained and will maintain all necessary rights, permissions, licenses, and consents required by applicable law (including data protection and privacy laws like GDPR, CCPA, etc., if applicable) to provide the Customer Data to OsmoLoop and to grant the licenses herein, including for OsmoLoop to process Customer Data (which may include personal data of End Users or others) as contemplated by these Terms and the Privacy Policy. This includes obtaining any necessary consents for the use of AI features that process Customer Data (e.g., generating SOPs from provided documents, analyzing Slack messages for training purposes).
Customer agrees not to upload or process any highly sensitive personal information (e.g., social security numbers, financial account numbers, health information protected under HIPAA, biometric data, or information from children under 13) through the Service unless expressly agreed otherwise in a separate written agreement (like a BAA, if applicable).
The Service is not intended as a primary data archive or storage service. Customer is responsible for maintaining backups of its Customer Data.
The Service utilizes artificial intelligence and machine learning models, potentially including third-party models (e.g., Google Gemini), to provide features like generating SOPs, analyzing interactions, personalizing training, and responding to queries. Customer acknowledges that AI outputs are probabilistic and may contain inaccuracies or errors. OsmoLoop does not guarantee the accuracy, completeness, or suitability of AI-generated content. Customer is responsible for reviewing and validating any AI outputs before relying on them.
OsmoLoop may collect, generate, and analyze aggregated, anonymized, or statistical data related to the use, performance, and operation of the Service ("Usage Data"). Usage Data does not identify Customer or any individual End User. OsmoLoop owns all rights to Usage Data and may use it for any lawful purpose, including improving the Service, developing new features, and for research and analytics.
OsmoLoop (and its licensors) retains all right, title, and interest, including all intellectual property rights, in and to the Service, the Platform, the Marks, Usage Data, and any underlying software, technology, or documentation. No rights are granted to Customer except for the limited subscription rights expressly set forth herein. The OsmoLoop name, logo, and product names are trademarks of OsmoLoop or its affiliates.
If Customer or End Users provide any suggestions, comments, or other feedback regarding the Service ("Feedback"), Customer hereby grants OsmoLoop a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use, incorporate, and exploit such Feedback for any purpose, without restriction or compensation.
The Service may integrate with, contain links to, or rely on third-party websites, services, or platforms (e.g., Slack, Google Workspace, Google Cloud Platform, AI providers) that are not owned or controlled by OsmoLoop ("Third-Party Services"). OsmoLoop is not responsible for the content, features, security, privacy practices, or availability of any Third-Party Services. Customer's use of Third-Party Services is subject to the terms and policies of those providers. OsmoLoop does not endorse and disclaims all liability arising from Customer's use of Third-Party Services. Any integration provided is on an "as is" and "as available" basis.
Each party ("Receiving Party") may receive non-public, proprietary information from the other party ("Disclosing Party") designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Customer Data is considered Customer's Confidential Information. The Service, its pricing, Usage Data, and Feedback are considered OsmoLoop's Confidential Information. The Receiving Party agrees to: (i) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms; and (ii) protect Confidential Information using at least the same degree of care it uses for its own similar information, but no less than reasonable care. These obligations do not apply to information that (a) is or becomes publicly known without breach by the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without breach of any confidentiality obligation; or (d) was independently developed. A Receiving Party may disclose Confidential Information if required by law, provided reasonable prior notice is given to the Disclosing Party (if legally permitted) to allow for intervention. Upon termination, each party shall return or destroy the other's Confidential Information upon request.
Access to certain features or tiers of the Service may be subject to fees ("Subscription Fees"). Any applicable Subscription Fees, billing cycles, and payment terms will be specified at the time of purchase, registration, or in a separate ordering document or agreement between Customer and OsmoLoop (an "Order Form"). OsmoLoop reserves the right to introduce or change fees for any part of the Service upon reasonable prior notice.
If fees apply, Customer agrees to pay all applicable Subscription Fees in accordance with the terms specified by OsmoLoop. Unless otherwise stated, fees are quoted in US Dollars. Fees paid are non-refundable, except as required by law or as expressly stated otherwise by OsmoLoop.
Fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based solely on OsmoLoop's net income.
OsmoLoop may, at its sole discretion, offer free trials or free access to certain features or versions of the Service. Such access is governed by these Terms, and OsmoLoop reserves the right to modify or terminate the conditions of free access or trials at any time without prior notice.
These Terms commence on the Effective Date (the date you first accept them or access/use the Service) and will remain in effect until terminated by either you or OsmoLoop as set forth below. If specific subscription terms (like duration or renewal conditions) are later introduced, they will be specified in an applicable Order Form or during the purchase/registration process and will supplement these provisions.
Either party may terminate these Terms effective upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice thereof (if curable). OsmoLoop may also immediately suspend or terminate your access and these Terms, without notice or cure period, if OsmoLoop reasonably determines your use poses a security risk, adversely impacts the Service or others, involves fraudulent or illegal activities, or materially breaches Section 3 (Restrictions) or Section 5 (Customer Responsibilities).
Upon the effective date of termination or expiration for any reason:
The provisions of Sections 3 (Restrictions on Use), 5 (Customer Responsibilities and Data - relevant parts), 6 (Use of AI and Usage Data), 7 (Intellectual Property Rights), 9 (Confidentiality), 10 (Fees and Payment - outstanding obligations), 11 (specifically the 'Effect of Termination' and 'Survival' clauses), 12 (Warranty Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 16 (Governing Law and Dispute Resolution), and 18 (General Provisions), and any other provisions which by their nature should survive, will survive the termination or expiration of these Terms.
THE SERVICE AND PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OSMOLOOP AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. OSMOLOOP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR ACCURATE, OR THAT DEFECTS WILL BE CORRECTED. OSMOLOOP MAKES NO WARRANTIES REGARDING THE RESULTS OBTAINED FROM THE SERVICE, INCLUDING THE ACCURACY OR RELIABILITY OF ANY AI-GENERATED OUTPUTS OR ASSESSMENTS. CUSTOMER USES THE SERVICE AT ITS OWN RISK. CUSTOMER ACKNOWLEDGES THAT AI SYSTEMS MAY PRODUCE INACCURATE, INCOMPLETE, OR OFFENSIVE CONTENT, AND OSMOLOOP DISCLAIMS ALL LIABILITY RELATED THERETO.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OSMOLOOP OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OSMOLOOP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER TO OSMOLOOP FOR THE SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
Customer agrees to defend, indemnify, and hold harmless OsmoLoop, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, actions, demands, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) Customer's or its End Users' use of the Service; (ii) Customer Data, including any claim that Customer Data infringes or violates third-party rights or applicable laws; (iii) Customer's breach of these Terms, including its representations and warranties regarding consents; or (iv) Customer's violation of any applicable law or regulation. OsmoLoop reserves the right, at Customer's expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify OsmoLoop, and Customer agrees to cooperate with OsmoLoop's defense of such claims.
OsmoLoop's collection and use of personal data in connection with the Service is described in the OsmoLoop Privacy Policy, available at osmoloop.com/privacy, which is incorporated by reference into these Terms. Customer agrees to the processing of personal data in accordance with the Privacy Policy and applicable law. If Customer's use of the Service requires a Data Processing Addendum (DPA) under GDPR or similar laws, Customer may request OsmoLoop's standard DPA and return a signed copy to OsmoLoop.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Delaware, and the parties irrevocably consent to the personal jurisdiction and venue therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Notwithstanding the foregoing, OsmoLoop may seek injunctive or other equitable relief in any court of competent jurisdiction.
OsmoLoop reserves the right to modify these Terms at any time. If we make material changes, we will provide notice through the Service interface, by email to the address associated with Customer's Account, or by posting the revised Terms on the Site and updating the "Last Updated" date. Continued use of the Service after the effective date of the changes constitutes acceptance of the modified Terms.
All notices must be in writing. Notices to OsmoLoop should be sent to: OsmoLoop Inc, 160 Water St. Unit 8E, New York, NY 10038 Attn: Legal Department, with a copy via email to notice@osmoloop.com. Notices to Customer will be sent to the email address associated with the Account or through the Service. For DMCA/Copyright notices, please use copyright@osmoloop.com.
Customer may not assign these Terms without OsmoLoop's prior written consent. OsmoLoop may assign these Terms without restriction.
These Terms, together with the Privacy Policy and any applicable Order Form(s), constitute the entire agreement between the parties regarding the Service and supersede all prior agreements or understandings. In case of conflict, the Order Form prevails over these Terms regarding specific commercial details (like pricing, term), and these Terms prevail over the Privacy Policy regarding contractual obligations (while the PP governs data practices). Standard business forms (like purchase orders) are for administrative convenience only and their terms do not modify these Terms.
Failure to enforce any provision will not constitute a waiver.
If any provision is found unenforceable, the remaining provisions will remain in full effect.
Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control (e.g., acts of God, war, pandemics, internet disruptions).
The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
OsmoLoop may identify Customer as a user of the Service on its website or in marketing materials, subject to Customer's standard trademark usage guidelines provided to OsmoLoop.
If you have any questions about these Terms, please contact OsmoLoop at notice@osmoloop.com.
