Terms and Conditions

Effective Date: September 2, 2026

Last Updated: September 2, 2026

Introduction

These Terms and Conditions ("Terms") govern your access to and use of the averroes.ai website and all products and services offered by Averroes.ai, Inc. ("Averroes.ai," "we," "our," or "us"), including VisionRepo and any other current or future Averroes.ai product, together with all related services, software, and content (collectively, the "Services"). By creating an account or accepting these Terms, you agree to be bound by them. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, you must not use the Services.

Our Privacy Policy (averroes.ai/privacy) and our Data Processing Agreement (averroes.ai/dpa) ("DPA") form part of these Terms and are incorporated by reference. By accepting these Terms, you also accept the DPA.

0. Definitions

• "Input" means any data, content, or materials that you submit, upload, or otherwise provide to Averroes.ai in connection with your Account or use of the Services.
• "Output" means results, annotations, reports, models, or other work product produced by Averroes.ai from your Input, including any derived or processed data.
• "Content" means collectively Input and Output.
• "Customer Data" means all data, files, datasets, and models you upload or generate, including Input and Output.
• "Personal Data" means any information relating to an identified or identifiable natural person, as defined in applicable data protection law.
• "Data Protection Law" means all laws applicable to the processing of Personal Data under these Terms, including the EU General Data Protection Regulation (GDPR), the UK GDPR, and the California Consumer Privacy Act (CCPA).
• "Products" means all software products offered by Averroes.ai, including VisionRepo, and any product-specific terms we publish for them.
• "Services" means the averroes.ai website, the Products, and all features, tools, software, and functionality provided by Averroes.ai. Where product-specific terms conflict with these Terms, the product-specific terms prevail for that Product.
• "Beta Features" means features or services that are not fully released or are labeled preview, beta, or early access.

1. Eligibility

• You must be at least 18 years old and legally able to enter into binding agreements to use the Services.
• By creating an account, you represent and warrant that you meet these requirements.

2. Account Registration

• You must provide accurate, complete, and current information.
• You are solely responsible for safeguarding your credentials and all activities under your account.
• You must notify us promptly at legal@averroes.ai if you become aware of any unauthorized use of your account.
• Averroes.ai is not liable for unauthorized use of your account resulting from your failure to safeguard your credentials.

3. Ownership of Content and Use

• You retain ownership of your Input, Customer Data, and Output.
• By submitting Input or uploading Customer Data, you grant Averroes.ai a worldwide, royalty-free, non-exclusive license to:
  1. 1. Host, store, process, and display Content to provide the Services.
  2. 2. Use Content in anonymized, aggregated, or de-identified form, from which no individual or customer can be identified, to train models, improve algorithms, and enhance the Services.
• Averroes.ai will not use Personal Data contained in Customer Data to train models except as instructed by you in the DPA.
• You may exclude your Customer Data from training use entirely by written notice to Averroes.ai or by election in the DPA. Certain features may be limited if you opt out.
• You represent that you have all rights and lawful bases necessary to provide Input to Averroes.ai, including any consents or notices required under Data Protection Law for Personal Data contained in your Input.

4. Acceptable Use Policy

You agree not to use the Services to:

• Upload or distribute content that is unlawful, infringing, fraudulent, harmful, or violates applicable laws.
• Upload Personal Data that you do not have a lawful basis to process, or special categories of Personal Data (such as health, biometric, or political data) unless expressly agreed in writing with Averroes.ai.
• Infringe intellectual property rights.
• Reverse engineer, decompile, or attempt to extract source code.
• Abuse or interfere with the Services, including bypassing usage limits or security.
• Develop or train a competing service.

5. Data Processing and Protection

• Where Customer Data contains Personal Data, you are the controller and Averroes.ai is the processor, acting only on your documented instructions as set out in these Terms and the DPA.
• Averroes.ai will:
  • Process Personal Data only to provide the Services and as otherwise instructed by you in writing.
  • Ensure that personnel with access to Personal Data are bound by confidentiality obligations.
  • Implement appropriate technical and organizational security measures as described in the DPA.
  • Engage sub-processors only under written contracts imposing equivalent data protection obligations, maintain a current list of sub-processors on request, and give you notice of changes with an opportunity to object.
  • Assist you, taking into account the nature of the processing, in responding to data subject requests and in meeting your obligations regarding security, breach notification, and data protection impact assessments.
  • Notify you without undue delay after becoming aware of a Personal Data breach affecting Customer Data.
  • Delete or return Personal Data at the end of the Services as described in Section 10.
  • Make available information necessary to demonstrate compliance and allow for audits as set out in the DPA.
• Averroes.ai will not transfer Personal Data outside the EU, EEA, UK, or Switzerland without appropriate safeguards, including Standard Contractual Clauses incorporated into the DPA.
• For Personal Data that Averroes.ai processes as a controller (such as account, billing, and usage data), our Privacy Policy applies.
• Where these Terms and the DPA conflict on the processing of Personal Data, the DPA prevails.

6. Data Security

• Averroes.ai uses commercially reasonable measures, including encryption at rest and in transit, access controls, and monitoring, to secure Customer Data.
• No system is fully secure. Except for our obligations under Section 5, the DPA, and applicable Data Protection Law, Averroes.ai does not guarantee absolute security.
• You are responsible for maintaining independent backups of your data.

7. Intellectual Property of Averroes.ai

• The Services, software, algorithms, designs, and documentation remain the exclusive property of Averroes.ai.
• You may not copy, modify, or create derivative works of the Services without written consent.

8. Service Availability & Beta Features

• Averroes.ai will use commercially reasonable efforts to keep the Services available, but does not guarantee uninterrupted or error-free operation.
• Beta Features are offered without warranty and may change or be discontinued at any time.

9. Payments and Subscriptions

• Subscription fees are billed according to your plan.
• Fees are non-refundable unless required by law.
• Non-payment or expiration may result in suspension or termination after written notice and a reasonable opportunity to cure.
• Averroes.ai reserves the right to restrict access to features, other than export and retrieval of Customer Data, if subscription fees are unpaid or the subscription has lapsed.
• Following suspension, expiration, or termination, you will have thirty (30) days to export your Customer Data. After that period, Averroes.ai may delete Customer Data in accordance with Section 10.

10. Termination and Data Return

• You may terminate your account at any time.
• Averroes.ai may suspend or terminate accounts for material violations of these Terms or legal reasons, after written notice where practicable.
• Upon termination, you have thirty (30) days to export Customer Data. At your election, Averroes.ai will return or delete all Customer Data, including Personal Data, after that period, except where retention is required by law. Backup copies will be purged on a rolling basis within 180 days.
• Sections 3, 5, 7, 11, 12, 13, and 15 survive termination.

11. Warranty Disclaimer

• To the extent permitted by law, the Services are provided without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or reliability.
• You acknowledge that Output may be inaccurate, incomplete, or misleading, and you should not rely solely on Output for critical decisions.
• Nothing in these Terms excludes warranties or rights that cannot be excluded under applicable law, including consumer protection law in your country of residence.

12. Limitation of Liability

To the maximum extent permitted by law:

• Averroes.ai shall not be liable for indirect, incidental, consequential, punitive, or special damages, including lost profits, lost data, or business interruption.
• Averroes.ai's aggregate liability shall not exceed the greater of: (a) the fees you paid in the twelve (12) months before the claim, or (b) one hundred US dollars (US $100).
• These limitations do not apply to liability for death or personal injury caused by negligence, fraud, willful misconduct, gross negligence, or any liability that cannot be limited under applicable law.
• Liability arising under the DPA or from a breach of Data Protection Law is governed by the DPA.

13. Indemnification

You agree to indemnify and hold harmless Averroes.ai, Inc., its officers, employees, and agents from any third-party claims, damages, losses, or expenses (including reasonable legal fees) arising out of:

• Your use or misuse of the Services in violation of these Terms.
• Your violation of these Terms or applicable law, including Data Protection Law.
• Your infringement of third-party rights.

14. Third-Party Services

• Certain features may rely on third-party software or integrations.
• You are responsible for complying with third-party terms.
• Averroes.ai is not liable for issues caused by third-party services, except where those third parties act as our sub-processors under Section 5.

15. Dispute Resolution & Governing Law

• These Terms are governed by the laws of the State of California, USA.
• Any disputes shall be resolved exclusively in the state or federal courts located in San Mateo County, California.
• Before formal action, you agree to attempt informal resolution by written notice to Averroes.ai.
• To the extent permitted by law, you waive the right to participate in class actions against Averroes.ai.
• If you are a consumer resident in the EU, EEA, or UK, nothing in this Section deprives you of the protection of mandatory laws of your country of residence, or of the right to bring proceedings in the courts of that country. The EU online dispute resolution platform is available at ec.europa.eu/consumers/odr.

16. Changes to Terms

• Averroes.ai may update these Terms from time to time.
• For material changes, we will give at least thirty (30) days' notice by email or through the Services before the changes take effect.
• If you do not agree to the updated Terms, you may terminate your account before they take effect. Continued use after the effective date constitutes acceptance.

17. Contact

For questions about these Terms, contact: