Our Terms

IMPORTANT:

PLEASE READ THESE TERMS CAREFULLY AS THEY ARE FOR AN AGREEMENT AND IMPACT A VISITOR, USER AND/OR CUSTOMER’S LEGAL RIGHTS.

Welcome to SUPERWISE®. These Terms of Service govern your access to and use of our services, offered through the SUPERWISE Platform®, including all features, functions, content, applications, modules and services provided on or through the SUPERWISE® platform (collectively referred to as the “Service” or “Services”). By accessing or using the Service, you agree to comply with and be bound by these Terms.

Please read this document carefully. If you do not agree to these Terms, you must not access or use our Service.

1. Parties

The terms “you”, “your”, or “Customer” refer to the subscriber; the term “Provider”, or “SUPERWISE” refer to Deep Insight Solutions, inc. d.b.a. SUPERWISE

2. Acceptance of Terms

By clicking the “Accept” button or checkbox when prompted, you agree to be bound by these Terms of Use and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services. Your acceptance constitutes a legally binding agreement between you and Deep Insight Solutions, Inc, d.b.a. SUPERWISE (SUPERWISE) regarding your use of the SUPERWISE® platform and its associated services. You confirm that you are of legal age to enter into this agreement and that you have the authority to bind any entity you represent. SUPERWISE reserves the right to modify these Terms at any time. Any changes will become effective upon your continued use of the Service after the changes are posted. It is your responsibility to review the Terms periodically to stay informed of any updates

3. Services Provided

SUPERWISE® provides a proprietary platform for the deployment, governance, and control of artificial intelligence solutions (the “Service” or “Services”). The Services are made available exclusively through a tiered subscription model, with specific features, functionality, and usage limits determined by the subscription plan selected by the subscriber.

In addition to the core SUPERWISE® AI development platform, certain pre-built modules may be made available to you, subject to the terms of your subscription and any applicable supplemental terms. Access to and use of the Services is granted solely for the subscription term, is non-transferable, and is conditioned upon your compliance with this Agreement and all applicable laws. We reserve the right to update, modify, or enhance the services at any time.

4. Account Registration

To access the Service, you may be required to create an account by providing accurate and complete information. You are responsible for maintaining the confidentiality of your login credentials and all activities that occur under your account. If you suspect any unauthorized use of your account, you agree to notify us immediately.

5. Your Responsibilities

You agree not to use the Service to:

1. Violate any laws, regulations, or third-party rights.
2. Transmit harmful, offensive, or unlawful content.
3. Interfere with or disrupt the integrity or performance of the Service.
4. Reverse engineer, decompile, or disassemble any part of the Service.

You must ensure that your use of the Service complies with these Terms and any applicable laws or regulations. If SUPERWISE reasonably believes that your use of the Service is in violation of this provision, SUPERWISE, may, at its sold discretion, take corrective action up to and including termination of the subscription without refund.

6. License Grant

SUPERWISE grants you a limited, non-exclusive, non-transferable license to use the Service for your internal business purposes, subject to the limitations in these Terms. You may not sublicense, rent, lease, or otherwise transfer the rights granted to you under these Terms.

7. Subscription and Payment

The Service is offered through various subscription plans. Each available SUPERWISE® subscription is defined in detail in the corresponding product description located here. https://superwise.ai/pricing/ You agree to pay the fees associated with your subscription in accordance with our payment terms, as described on the Site. All payments are non-refundable unless otherwise specified. We reserve the right to change the fees for the Service, with notice to you. Failure to pay the fees in accordance with the terms of the subscription may result in suspension or termination of the Services.

8. Data Privacy and Security
   1. Security Measures: SUPERWISE will implement commercially reasonable technical, administrative, and physical measures to safeguard the security, confidentiality, and integrity of Customer Data, including but not limited to:
      1. Encryption of Customer Data both in transit and at rest, using industry-standard encryption protocols;
      2. Regular vulnerability scanning and penetration testing;

• Access control mechanisms (such as role-based access control) to limit access to Customer Data;

1. Data isolation to ensure that Customer Data is segregated from other tenants (if applicable); and
2. Multi-factor authentication (MFA) for users accessing the SaaS platform.

1. Data Access: SUPERWISE will ensure that access to Customer Data by SUPERWISE or SUPERWISE’s affiliates, subcontractors or subsidiaries is limited to authorized personnel and only for the purposes of providing the Services. Customer is responsible for ensuring that data access is sufficiently controlled and monitored via their own reasonable security measures.
   1. Subprocessors: Superwise may use subcontractors or subprocessors to assist in providing the Services (“Subprocessors”). The Provider will ensure that any Subprocessor engaged in processing Customer Data is bound by data protection obligations at least as protective as those set out in this agreement. A list of current Subprocessors will be made available to the Customer upon request, and the Customer will be notified of any changes to such Subprocessors.
2. Compliance with Laws
   1. Applicable Regulations: SUPERWISE will comply with all applicable data protection and privacy laws and regulations in the jurisdictions where the Customer’s data is processed, including, but not limited to, the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and Health Insurance Portability and Accountability Act (HIPAA), if applicable.
   2. Data Subject Rights: To the extent required by applicable laws, SUPERWISE will assist the Customer in fulfilling its obligations to respond to data subject rights requests (e.g., requests for access, correction, deletion, or portability of Customer Data).

• Nothing in the foregoing shall be deemed to indicate SUPERWISE’s ownership of, or responsibility for the accuracy of any of Customer’s data.

1. Data Breach Notification
   1. Notification of Breach: SUPERWISE will promptly notify the Customer without undue delay upon discovering any security breach, unauthorized access, or data leak related to SUPERWISE’s systems or controls and involving Customer Data (“Data Breach”). SUPERWISE will provide the Customer with all relevant information regarding the Data Breach, including the nature of the breach, and the corrective actions taken.
2. Data Retention and Deletion
   1. Data Retention: SUPERWISE will only retain the Customer Data which the Customer provides and only until the Customer removes the Data from the systems. SUPERWISE may store Customer Data after the Customer removes it from the system in the form of backups which are kept in the ordinary course.
   2. Data Deletion: Upon the termination or expiration of this Agreement, SUPERWISE will, at the Customer’s direction, delete or return all Customer Data in accordance with the Customer’s instructions and, if returned, at the Customer’s reasonable expense, unless retention of the data is required by applicable law or regulatory obligations. SUPERWISE will confirm in writing to the Customer that all Customer Data has been deleted.
3. Data Backup and Disaster Recovery
   1. Backup: The Provider will maintain regular encrypted backups of Customer Data to ensure that the data can be restored in case of system failure or data loss. These backups will be stored securely and tested regularly to ensure their effectiveness. These backups are not subject to deletion under the Data Retention and Deletion provision of these terms.
4. Confidentiality
   1. Confidentiality of Customer Data: SUPERWISE will treat all Customer Data as confidential and will not disclose it to any third party except as expressly permitted under this Agreement or as required by law. The Provider will ensure that its employees, agents, and Subprocessors adhere to confidentiality obligations consistent with this provision.
5. Security Incident Response Plan
   1. Incident Response: SUPERWISE will maintain a documented security incident response plan and will promptly notify the Customer of any incident that could materially impact the security, confidentiality, or availability of Customer Data. The Provider will work with the Customer to investigate and remediate any security incidents.
   2. Ongoing Communication: Following the notification of a security incident, SUPERWISE will provide the Customer with updates on the progress of the investigation and remediation efforts, including a final report when the incident has been resolved.

9. Representations and Warranties
   1. SUPERWISE Representations and Warranties
      1. Authority and Enforceability: SUPERWISE has the necessary legal power and authority to enter into and perform its obligations under the agreement.
      2. Ownership or Rights to the Software: SUPERWISE owns or has sufficient rights, licenses, or sublicenses to grant the customer access to the SaaS platform and related intellectual property for the duration of the agreement.

• Functionality of the Service: The SaaS service will perform in accordance with the specifications set forth in the agreement or product documentation. SUPERWISE warrants that, during the term of the agreement, the service will operate substantially in accordance with the written documentation (e.g., user guides, specifications, and features), subject to reasonable use.

99. Availability and Uptime: SUPERWISE will use commercially reasonable efforts to ensure that the service is available with a 99.9% Uptime and will provide support to address downtime issues. Downtime is defined as time when the system in unavailable due to the unplanned failure of a system or service that is under SUPERWISE’s direct control. Uptime is any time that is not Downtime. For the avoidance of doubt, Uptime includes scheduled system maintenance, upgrades, or patching even if the system in not useable to the Customer during that time. Any downtime or maintenance will be communicated via email to the Customer.
100. Non-infringement: SUPERWISE warrants that the software and the underlying technology does not infringe upon any intellectual property rights of third parties. If a claim of infringement arises, the provider will defend and indemnify the customer from such claims.
101. No Harmful Code: SUPERWISE represents that the software provided to the Customer is free from any viruses, malware, or other harmful components that could affect the customer’s systems or data.

1. Customer Representations and Warranties
   1. Authority to Use the Service: The Customer has the necessary legal authority to enter into and perform its obligations under the agreement. The Customer represents that it will use the SaaS service in compliance with all applicable laws, including data protection laws.
   2. Compliance with Terms of Service: the Customer warrants that they will not use the SaaS service in a way that violates the Provider’s acceptable use policy or any applicable laws, such as using the service for illegal activities or transmitting harmful content.

• Customer Data Ownership: The Customer warrants that they own or have the legal right to use any data that is uploaded or stored on the SaaS platform and that they have obtained all necessary permissions or consents to process such data.

1. No Infringement: The Customer warrants that their use of the service and any data or content they upload or transmit will not infringe upon the intellectual property rights of any third party.

1. Mutual Representations and Warranties
   1. No Conflicts: The parties warrant that their performance under the agreement will not conflict with any other agreements or obligations that either party has with third parties.
2. Exclusions and Limitations of Warranties

ALL OTHER WARRANTIES EXPRESS OR IMPLIED ARE HEREBY DISCLAMINED. SUPERWISE MAKES NO OTHER WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITTNES FOR A PARTICULAR PURPOSE.

10. Confidentiality and Non-Disclosure
    1. From time to time, prior to and during the term of this Agreement, either Party (“Disclosing Party”) has disclosed or may disclose Confidential Information to the other Party (“Recipient”). This Confidential Information shall be kept strictly confidential by Recipient, using at least the same degree of protection that it applies to its own Confidential Information, but in no circumstance less than reasonable care, at all times, and shall be used solely for its own benefit in connection with providing the Services. Recipient shall not disclose any Confidential Information to any person or entity, except to its employees, agents, attorneys, accountants and other advisors who have an appropriate and reasonable need to know such information to perform the Services hereunder and who have signed, and are subject to, confidentiality provisions no less restrictive than those of this Agreement.
    2. “Confidential Information” means all non-public, confidential, or proprietary information disclosed on or after the Effective Date, by either Party (a “Disclosing Party”) to the other Party (a “Recipient”) or its affiliates, or to any of such Recipient’s or its affiliates’ employees, officers, directors, partners, shareholders, agents, attorneys, accountants, or advisors (collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential.”
       1. Except as required by applicable federal, state, or local law or regulation, the term “Confidential Information” as used in this Agreement shall not include information that:
          1. is already accessible to the general public, such as data published in reports, articles, or websites;
          2. the Receiving Party already possessed before it was disclosed by the other party;
          3. the Receiving Party developed independently, without the use of the confidential information shared by the Disclosing Party;
          4. is disclosed with the prior written consent of the party that owns the confidential information;
          5. must be disclosed as a result of legal obligations, such as subpoenas or court orders, provided the disclosing party is notified in advance if possible; or
          6. is information received from sources other than the Disclosing Party, provided that the third party is not under any obligation of confidentiality.
       2. Intellectual Property Rights
          1. Pre-existing intellectual property.
             1. Pre-existing intellectual property is any intellectual property which existed prior to the formation of this Agreement and includes, without limitation, Superwise® products and services.
                1. Rights and ownership of all Pre-existing intellectual property remains with the party who owned it prior to the formation of this agreement.
             2. Developed Intellectual Property.
                1. Customer may use the platform to develop custom applications or Intellectual Property. This is Developed Intellectual Property. All Developed Intellectual Property shall be the property of Customer. To the extent that any Developed Intellectual Property requires the underlying platform to function, Customer shall have this access so long as there is an active subscription to the Platform and Customers account is current. Customer shall not have ownership rights to the Pre-existing Intellectual Property of Superwise.
             3. Termination Rights
                1. SUPERWISE may terminate the subscription for any of the following reasons:
                   1. Non-payment of subscription fees; or
                   2. Customers breach of any provision of this agreement.
                2. Customer may terminate this agreement by giving notice of non-renewal at least 30 days prior to a renewal date. Termination under this provision will not entitle Customer to a refund of any subscription fees paid for the term.
                3. Customer may terminate this agreement for cause if SUPERWISE materially breaches the terms of this Agreement. In the event of a breach by SUPERWISE, Customer must provide notice of the breach to SUPERWISE and allow a reasonable opportunity for SUPERWISE to cure the breach prior to termination. If the Customer terminates under this provision, the Customer will be entitled to recover as liquidated damages fees paid for the subscription from the date of termination forward on a pro-rata basis. This will be Customer’s sole and exclusive remedy.
             4. Termination Assistance
                1. In the event that either party terminates this Agreement, each party agrees to cooperate to the extent commercially reasonable with the other to ensure effective wind up of the relationship, and return or destruction of any confidential or proprietary information.
             5. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall either party be liable for any indirect, consequential, special, or punitive damages, including but not limited to lost profits, loss of use, or loss of data, arising out of or in connection with this Agreement, even if the party has been advised of the possibility of such damages.

SUPERWISE’s total liabity for any damages shall not exceed the amount of the actual fees paid by customer for the twelve (12) month period immediately prior to the event giving rise to the claim.

15. Indemnity

The Customer shall defend, indemnify, and hold harmless the SUPERWISE, its affiliates, and their respective shareholders, officers, directors, employees, agents, successors, and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, in connection with any third-party claim, suit, action, or proceeding arising out of or resulting from a breach of any representation, warranty, or obligation set forth in this Agreement by the Customer or any of its representatives.

16. Entire Agreement

This Agreement and any terms referenced herein contain the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of Tennessee, without giving effect to any choice of law or conflict of law provisions.

18. Dispute Resolution
    1. If a dispute arises under this Agreement, the parties agree to work to resolve the matter efficiently and, in a cost, effective manner. To that end, the parties agree that the following steps will occur prior to either party filing a lawsuit in a court of competent jurisdiction.
       1. The aggrieved party will provide written notice (email sufficient) to the other party of the dispute and request resolution;
       2. The party receiving notice under section (i) of this section will, within 5 business days, respond to the notice with either a proposal for resolution, or a request for a meeting with the stakeholders to discuss the matter;

• If the parties are unable to resolve the matter within 10 business days, or a reasonable time under the circumstances, then the matter will be escalated to members of management with the respective parties for resolution;

1. If management is unable to reach agreement, then either party may pursue all other remedies available at law or in equity.

1. In the event of litigation, each party shall pay its own legal fees and costs for the matter.

19. Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

20. Changes to Terms

SUPERWISE may change these terms from time to time by updating the terms of service online so long as any changes do not materially affect the protections offered to the Customer under these terms. SUPERWISE will notify the Customer of changes to the terms through the platform.

Last Updated: June 18, 2025