Terms of service

These Terms of Service ("Terms") govern access to and use of the AeroClause contract review software available at app.aeroclause.com and related support (the "Service"), provided by AeroClause ("AeroClause", "we", "us" or "our"). Use of our public website is covered by our separate Website Terms of Use.

1. Agreement

By creating an account, clicking to accept these Terms, or using the Service, you agree to these Terms on behalf of the company or other organization you represent ("Customer"), and you confirm that you have authority to bind Customer. If you do not have that authority, or do not agree, do not use the Service.

If Customer has signed a separate agreement or order form with AeroClause for the Service, that document controls to the extent it conflicts with these Terms.

2. Accounts and security

• Customer may allow its employees and contractors to use the Service ("Authorized Users"). Each Authorized User must have their own login, and logins may not be shared.
• Authorized Users must sign in with two-factor authentication and keep their credentials confidential.
• Customer is responsible for its Authorized Users' activity in the Service and for their compliance with these Terms, and must promptly notify us of any unauthorized access or suspected security incident.
• Account information must be accurate and kept up to date.

3. Access to the Service

Subject to these Terms, AeroClause grants Customer a limited, non-exclusive, non-transferable right, during the subscription term, for its Authorized Users to access and use the Service for Customer's internal business purposes.

4. Restrictions

Customer will not, and will not permit anyone else to:

• copy, modify, reverse engineer, decompile or attempt to derive the source code of the Service;
• sell, resell, sublicense, rent or otherwise make the Service available to third parties;
• use the Service to build a competing product or service;
• circumvent or test the security, access controls, export-control screening or usage limits of the Service;
• upload viruses or other malicious code, or interfere with the operation of the Service;
• access the Service by automated means except through features we provide; or
• use the Service in violation of any applicable law or regulation, or of the rights of others.

5. Export control and prohibited data

The Service is intended for purchase orders, quality requirements and industry standards. It is not designed or authorized to store or process export-controlled data or CUI.

• Customer must not upload ITAR technical data, EAR-controlled technical data, Controlled Unclassified Information (CUI), or any other export-controlled technical data to the Service. Drawings, models and other technical data subject to export controls must stay out of the Service.
• Each upload requires the uploading user to confirm that the files contain no export-controlled technical data or CUI. Customer is responsible for the accuracy of those confirmations.
• The Service automatically screens uploads for export-control markings. This screening is a safeguard only. It does not detect all export-controlled data and does not relieve Customer of its responsibility to classify and control its own data.
• If we believe export-controlled data has been uploaded, we may block, quarantine or delete it, and suspend affected access, and we may notify Customer.
• Customer will comply with all applicable export control and sanctions laws, and represents that neither Customer nor its Authorized Users are on any U.S. government restricted-party list or located in a sanctioned country or region.

6. Customer Content

"Customer Content" means the purchase orders, quality clauses, specifications and other documents and information that Customer or its Authorized Users upload to or create in the Service, including review decisions and notes.

• Ownership. As between the parties, Customer owns Customer Content.
• Our use. Customer grants AeroClause a limited right to host, copy, process and display Customer Content only as needed to provide, secure and support the Service for Customer, and as required by law.
• No AI training. We do not use Customer Content to train AI models, and we do not permit our AI service providers to use Customer Content to train their models. Where the Service draws on Customer's past compliance decisions, that information is used only within Customer's own account.
• Separation. Each customer's Customer Content is kept separate from other customers' data.
• Customer responsibilities. Customer is responsible for Customer Content and confirms that it has the rights needed to upload it and to allow us to process it under these Terms, including under any confidentiality obligations Customer owes its own customers.

Our handling of personal information is described in our Privacy Policy.

7. AI results and Customer review

The Service uses artificial intelligence to identify and organize requirements, such as flow-downs, first article inspection, certifications, chargeable items and applicable specifications. AI-generated results may be incomplete or inaccurate.

• Results are provided to assist Customer's contract review and are not a substitute for review by qualified personnel.
• Customer is solely responsible for reviewing results, for its contract review, quoting, quality and compliance decisions, and for meeting its obligations to its customers, regulators and certification bodies, including under AS9100 or other quality management system requirements.
• The Service does not provide legal, export-control or regulatory advice.

8. Our intellectual property

AeroClause and its licensors own the Service, including its software, design, documentation and all related intellectual property. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer. If Customer provides suggestions or feedback about the Service, AeroClause may use them without restriction or obligation.

AeroClause may collect and use technical and usage data about how the Service is used (for example, performance metrics and feature usage) to operate, secure and improve the Service, provided that such data does not include Customer Content and does not identify Customer or any individual.

9. Third-party services

The Service relies on third-party providers, including for cloud hosting, AI processing and email delivery. We may change these providers, including our AI provider, from time to time. We remain responsible for our obligations under these Terms when we use third-party providers.

10. Fees

Fees, subscription terms and payment terms for the Service are set out in Customer's order form, quote or other written agreement with AeroClause. Unless stated otherwise there, fees are due within 30 days of invoice, are non-refundable, and do not include taxes, which Customer is responsible for paying (other than taxes on AeroClause's income). We may suspend the Service if undisputed fees are more than 30 days overdue, after giving Customer notice.

11. Confidentiality

Each party may receive non-public information from the other that is marked confidential or should reasonably be understood to be confidential ("Confidential Information"). Customer Content is Customer's Confidential Information. The receiving party will use the other party's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its employees, contractors and service providers who need to know it and are bound by confidentiality obligations, or as required by law. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party.

12. Availability and support

We will use commercially reasonable efforts to keep the Service available and to provide support by email at sales@aeroclause.com. The Service may be unavailable from time to time for maintenance, updates or reasons beyond our control. We may update and improve the Service over time, and will not materially reduce its core functionality during a paid subscription term.

13. Term, suspension and termination

• These Terms apply for as long as Customer uses the Service, or for the subscription term in Customer's order form.
• We may suspend access immediately if needed to address a security risk, a suspected breach of the export control or restrictions sections of these Terms, or a legal requirement. We will restore access once the issue is resolved.
• Either party may terminate for material breach that is not cured within 30 days after written notice.
• After termination, Customer's right to use the Service ends. For 30 days after termination, Customer may request an export of its Customer Content. After that period, we will delete Customer Content from the Service, except as required by law or retained in routine backups until they expire.
• Sections that by their nature should survive termination will survive, including those on Customer Content, confidentiality, disclaimers, limitation of liability and indemnification.

14. Disclaimers

Except as expressly stated in these Terms, the Service and all results are provided "as is" and "as available". AeroClause disclaims all warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Service or its results will be error-free, complete or uninterrupted.

15. Limitation of liability

To the fullest extent permitted by law: (a) neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or business opportunities, even if advised of the possibility of such damages; and (b) each party's total liability arising out of or related to these Terms will not exceed the fees paid or payable by Customer to AeroClause for the Service in the 12 months before the event giving rise to the claim. These limits do not apply to Customer's payment obligations, Customer's obligations under the export control section, or a party's indemnification obligations.

16. Indemnification

Customer will defend and indemnify AeroClause against third-party claims, and related losses and costs, arising from Customer Content, from Customer's breach of the export control or restrictions sections of these Terms, or from Customer's use of results from the Service.

17. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms on this page, change the effective date above, and notify account administrators of material changes in advance by email or in the Service. Continued use of the Service after changes take effect means Customer accepts the updated Terms. Changes do not alter the terms of a signed order form for its current term.

18. General

• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant business or assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, other than payment obligations.
• Independent parties. The parties are independent contractors. These Terms do not create a partnership, joint venture or agency relationship.
• Notices. Notices to AeroClause must be sent to sales@aeroclause.com. Notices to Customer may be sent to the email address of its account administrator.
• Entire agreement. These Terms, together with any order form and the documents they reference, are the entire agreement between the parties about the Service and replace any prior agreements on that subject.
• Governing law. These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The state and federal courts located in California have exclusive jurisdiction over any dispute arising out of or related to these Terms, and each party consents to that jurisdiction.
• Severability and waiver. If any provision is found unenforceable, the rest remain in effect. A failure to enforce a provision is not a waiver.

19. Contact

Questions about these Terms: sales@aeroclause.com