Terms of Service

01. Acceptance of Terms

These Terms of Service ("Terms") constitute a binding agreement between AIBOVE BV, a company incorporated under Dutch law (KvK 42058764), with its registered office at Venderlier 2D, 3905 PA Veenendaal, the Netherlands ("AIBOVE", "we", "us", or "our"), and you or the entity you represent ("Customer", "you", or "your").

By accessing or using any of our services, creating an account, or clicking "I agree" (or similar), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting on behalf of an entity, you represent and warrant that you have the authority to bind that entity.

If you do not agree to these Terms, you must not use our services.

02. Definitions

• "Services" means all AIBOVE software-as-a-service products (including DropMetrics), APIs, tools, and related documentation made available by AIBOVE.
• "Customer Data" means any data, content, or materials that you upload, submit, or otherwise make available through the Services, excluding aggregated or anonymized data derived therefrom.
• "DPA" means the Data Processing Agreement between AIBOVE and the Customer, which governs the processing of personal data on behalf of the Customer and is incorporated by reference into these Terms.
• "Order" means a mutually executed order form, statement of work, or online subscription agreement that references these Terms and specifies the Services, fees, and other commercial details applicable to your use of the Services.

03. Services

3.1 License Grant

Subject to these Terms and the applicable Order, AIBOVE grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term solely for your internal business purposes.

3.2 Continuous Improvement

We continuously improve and update the Services. We will not make changes that materially degrade the core functionality of the Services you have subscribed to during your current subscription term, unless required by law, security concerns, or third-party dependencies beyond our reasonable control.

3.3 Restrictions

You agree that you will not:

• Resell, sublicense, lease, or distribute the Services to any third party without prior written consent from AIBOVE.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services.
• Use the Services to build a competing product or service, or copy any features, functions, or graphics of the Services.
• Interfere with or disrupt the integrity or performance of the Services, or attempt to gain unauthorized access to any systems or networks connected to the Services.
• Use the Services for any illegal, harmful, or otherwise prohibited purpose.

04. Custom Development

4.1 Statement of Work

Custom development engagements are governed by a separate statement of work ("SOW") that defines the scope, deliverables, timeline, and fees. In the event of a conflict between these Terms and a SOW, the SOW prevails with respect to the custom development engagement.

4.2 Standard Products

Custom solutions are built on and extend our standard products and infrastructure. Unless otherwise agreed in writing, AIBOVE retains all intellectual property rights in the underlying platform, frameworks, libraries, and tools used in the development process.

4.3 Acceptance

Upon delivery of custom work, you will have ten (10) business days to review and provide written confirmation of acceptance or a detailed written description of any non-conformities. If no response is received within ten (10) business days of delivery, the deliverables are deemed accepted.

05. Subscriptions & Fees

5.1 Fees

Fees for the Services are set out in the applicable Order. Unless otherwise stated in the Order, all fees are non-refundable.

5.2 Auto-Renewal

Subscriptions automatically renew for successive terms equal in length to the initial term, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

5.3 Taxes & Payment

All fees are exclusive of value-added tax (VAT) and other applicable taxes, which will be added where required by law. Invoices are due and payable within fourteen (14) days of the invoice date, unless otherwise agreed in the Order.

5.4 Suspension for Non-Payment

If any undisputed invoice remains unpaid for more than thirty (30) days past the due date, AIBOVE reserves the right to suspend your access to the Services upon ten (10) days' prior written notice. Access will be restored promptly upon receipt of full payment.

06. Customer Responsibilities

You are responsible for:

• Maintaining the confidentiality of your account credentials and ensuring that only authorized individuals access the Services under your account.
• Obtaining all necessary rights, consents, and permissions required for the data you submit to the Services, including any personal data processed on your behalf.
• Complying with all applicable laws, regulations, and industry standards in connection with your use of the Services.
• Promptly reporting any unauthorized access to your account or any suspected security breach to AIBOVE at info@aibove.ai.

07. Intellectual Property

7.1 AIBOVE Rights

AIBOVE and its licensors retain all right, title, and interest in and to the Services, including all related intellectual property rights. Nothing in these Terms transfers or assigns any ownership of the Services or any intellectual property rights therein to you.

7.2 Customer Data Rights

You retain all right, title, and interest in and to your Customer Data. You grant AIBOVE a limited, non-exclusive, worldwide, royalty-free license to use, process, and display Customer Data solely to the extent necessary to provide and improve the Services in accordance with these Terms and the applicable DPA.

7.3 Aggregated & Anonymized Data

AIBOVE may create aggregated or anonymized data derived from Customer Data or your use of the Services. Such data will not identify you or any individual and may be used by AIBOVE for any lawful business purpose, including analytics, benchmarking, and product improvement.

7.4 Feedback

If you provide suggestions, ideas, or other feedback regarding the Services ("Feedback"), you grant AIBOVE an unrestricted, irrevocable, perpetual, royalty-free license to use and incorporate such Feedback into the Services without any obligation or compensation to you.

08. Confidentiality

Each party agrees to protect the other party's confidential information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Confidential information may only be used for the purpose of performing obligations or exercising rights under these Terms.

Confidential information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed without use of or reference to the disclosing party's confidential information; or (d) is rightfully received from a third party without restriction on disclosure.

09. Data Protection

To the extent that AIBOVE processes personal data on your behalf in connection with the Services, the terms of the Data Processing Agreement (DPA) are incorporated into these Terms by reference. The DPA sets out the parties' obligations regarding data processing, security measures, sub-processors, and data subject rights.

For further details on how AIBOVE collects and processes personal data as a controller, please refer to our Privacy Policy.

10. Warranties

10.1 Material Conformity

AIBOVE warrants that the Services will materially conform to the applicable documentation during the subscription term. If the Services fail to meet this warranty, AIBOVE will, at its option, correct the non-conformity or provide a pro-rata refund for the affected period.

10.2 As-Is / As-Available

Except as expressly set forth in Section 10.1, the Services are provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10.3 AI Outputs

Outputs generated by artificial intelligence features within the Services are advisory in nature and are not guaranteed to be accurate, complete, or error-free. You are solely responsible for reviewing, validating, and making decisions based on AI-generated outputs. AIBOVE expressly disclaims any liability arising from reliance on such outputs.

11. Liability

11.1 No Indirect Damages

To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity arising out of or related to these Terms, regardless of the cause of action or the theory of liability.

11.2 Liability Cap

Each party's total aggregate liability arising out of or related to these Terms will not exceed the total fees paid or payable by the Customer to AIBOVE in the twelve (12) months immediately preceding the event giving rise to the claim.

11.3 Exceptions

The limitations set forth in Sections 11.1 and 11.2 do not apply to:

• Breaches of confidentiality obligations under Section 08.
• Infringement or misappropriation of a party's intellectual property rights.
• Liability arising from gross negligence or wilful misconduct.

12. Term & Termination

12.1 Termination for Cause

Either party may terminate these Terms if the other party materially breaches any provision and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

12.2 Data Export & Deletion

Upon termination or expiration of these Terms, you may request an export of your Customer Data within thirty (30) days. AIBOVE will provide the data in a commonly used, machine-readable format. After the thirty (30) day period, AIBOVE will delete all Customer Data from its active systems, except as required by applicable law or regulation.

13. Governing Law

These Terms are governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict-of-law principles. Any disputes arising out of or in connection with these Terms that cannot be resolved amicably will be submitted to the exclusive jurisdiction of the courts of Utrecht, the Netherlands.

14. Contact

If you have any questions about these Terms or our Services, please contact us:

AIBOVE BV
Venderlier 2D, 3905 PA Veenendaal
The Netherlands
KvK: 42058764
Email: info@aibove.ai