Diana Terms of Service

Diana Intelligence Corp. (“Diana,” “we,” “our,” or “us”) makes available a general-purpose artificial intelligence (AI) assistant that operates across various interorganizational functions, including human resources (HR), finance, operations, product, and sales (the “Services”). These Terms of Service (“Terms”) are a binding legal agreement between Customer and Diana and govern Customer's access to and use of the Services. PLEASE READ THESE TERMS CAREFULLY. WHEN CUSTOMER CLICKS “ACCEPT,” CHECKS A BOX, ENTERS INTO AN ORDER FORM (AS DEFINED BELOW), OR OTHERWISE ACCESSES OR USES THE SERVICES, CUSTOMER IS AGREEING TO BE BOUND BY THESE TERMS.

Customer may access or use the Services by entering into an order form or other written documentation with Diana (an “Order Form”). If Customer enters into an Order Form, the terms, conditions, guidelines, policies, and/or rules included in or incorporated by reference into such Order Form (“Supplemental Terms”) will, in addition to these Terms, govern Customer's access and use of the Services. Such Supplemental Terms become part of Customer's agreement with Diana, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide Customer with notice of such changes, such as by sending an email, providing a notice through our website or the Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and Customer's continued use of the Services after we provide such notice will confirm Customer's acceptance of the changes. If Customer does not agree to the amended Terms, Customer must immediately stop using the Services.

Use of the Services

Right to Use

Subject to Customer's compliance with the terms and conditions of these Terms, Diana grants Customer a limited, non-exclusive, revocable right to use the Services solely for Customer's internal business purposes on a device that Customer owns or controls. Customer may not resell, transfer, assign, or sublicense Customer's rights under these Terms to any third party or use the Services to provide services for the benefit of any third party.

Authorization

Customer represents and warrants that (i) Customer is validly existing and in good standing under the laws of the place of its establishment or incorporation, (ii) Customer has full corporate power and authority to execute, deliver and perform its obligations under these Terms, (iii) the person entering into these Terms on Customer's behalf has been duly authorized and empowered to enter into these Terms, and (iv) these Terms are valid, binding and enforceable against Customer and all Customer users in accordance with their terms.

Customer Systems

Provision

Customer will maintain and timely grant Diana access to and use of any Customer or third-party systems, hardware, software (including APIs), tools, platforms, applications, and other technology and infrastructure that are required for Diana to provide the Services to Customer (“Customer Systems”). By way of example, Customer Systems may include internal Customer workspace applications, such as Slack, Rippling, and/or other such applications. As between the parties, Customer is solely responsible and liable for Customer Systems and compliance with any third-party terms and conditions applicable to such Customer Systems.

Authorization

By providing access to the Customer Systems, Customer, on behalf of itself and its users, expressly consents, authorizes, and directs Diana to access and use such Customer Systems to provide the Services and as otherwise set forth in these Terms.

Access Credentials

Customer may be required to create an account to use the Services. Customer is responsible for use of the Services by Customer and Customer's users, their respective access to Services accounts, and all acts and omissions through Services accounts, as well as for use of the Services by any third party through Services access credentials of Customer or any Customer users, whether authorized or not.

Customer Data

Ownership

Customer owns and retains all right, title, and interest in and to information, data, content, and/or files transmitted, uploaded, or stored in association with Customer's and its users' use of the Services (“Customer Data”). Customer acknowledges and agrees that Diana is not responsible for performing, and is not liable for failing to perform, any back-up of any Customer Data.

Use of Customer Data

Customer hereby grants Diana and its affiliates a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable, perpetual, and irrevocable license to collect, host, use, access, view, store, copy, display, create derivative works of, delete, and otherwise process Customer Data to (i) provide, support, monitor, analyze, and improve the Services, (ii) communicate with Customer about its account, (iii) comply with Applicable Laws, (iv) prevent fraud or misuse of the Services, (v) perform market research, (vi) conduct product research and improvement, and/or (vii) for any other lawful purpose.

Conduct

Restrictions

Customer will comply with all applicable local, state, national, and foreign laws in connection with Customer's use of the Services (“Applicable Laws”). Customer acknowledges that the Services may be subject to import and/or export control laws.

Acceptable Use

Customer will not, in connection with Customer's use of the Services: (i) violate any Applicable Laws, contract, intellectual property right, or other third-party right; (ii) engage in any harassing, threatening, or intimidating conduct; (iii) impersonate any person or entity; (iv) use the Services in any manner that could interfere with or damage the functioning of the Services; or (v) use the Services for any illegal or unauthorized purpose.

Fees

General

Customer will pay Diana the fees charged on the Diana website, on an Order Form, and/or that have otherwise been charged by Diana for the Services (the “Fees”). Diana may, in its sole discretion and at any time, modify any Fees.

Payment

Customer will pay all Fees by check, bank wire transfer, or credit or debit card via an authorized payment processor. Unless otherwise set forth in an Order Form, all payments are nonrefundable, will be made in U.S. Dollars, and are exclusive of taxes and duties.

Intellectual Property

Ownership

Subject to the use rights granted under these Terms, as between the parties, Diana or its licensors own and retain all right, title, and interest in and to the Services. These Terms do not convey to Customer any rights of ownership. Except for the rights expressly granted, no other rights are granted to Customer in, to, or under Diana's intellectual property rights.

Feedback

Customer may voluntarily communicate Feedback to us. Customer understands that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to Customer. Diana will exclusively own all improvements based on Feedback.

Third-Party Services

The Services rely on or utilize third-party products or services (“Third-Party Services”). These Third-Party Services are beyond our control. Customer acknowledges that the use and availability of the Services is dependent on Third-Party Service Providers. Diana does not make any warranties or guarantees with respect to Third-Party Services.

Term, Termination and Suspension

Term

The term of these Terms commences on Customer's acceptance and continues until expiration or termination of the stated term.

Termination for Cause

Either party may terminate upon written notice if the other party commits a material breach and fails to cure within 30 days of notice.

Termination for Convenience

If Customer is not subject to an Order Form, Customer may terminate by notifying Diana in writing or by closing Customer's account. Diana may terminate Customer's access at any time by notifying Customer in writing.

Indemnification

Customer will indemnify and hold Diana and its affiliates harmless against any damages, liabilities, losses, costs, or expenses arising from or in connection with Customer's access to and use of the Services, Customer Systems, Customer Data, and/or Customer's breach of these Terms.

Disclaimers; Use of Artificial Intelligence

General Disclaimer

Customer's use of the Services is at Customer's sole risk. To the fullest extent permitted under applicable law, the Services are provided “AS IS” and “AS AVAILABLE” without warranties of any kind, either express or implied.

Use of AI Tools

Certain features of the Services use artificial intelligence models, tools, and other technology (“AI Tools”) that may initiate or execute actions or decisions (“AI Actions”). All AI Actions are the result of automated processes that may operate without human judgment. No AI Actions are, nor will Customer treat any AI Actions as, substitutes for human judgment.

Limitation of Liability

To the fullest extent permitted by applicable law, Diana will not be liable for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if Diana has been advised of the possibility of such damages. The total liability of Diana for any claim is limited to the greater of (i) the amount paid in the preceding six-month period and (ii) $50.

Dispute Resolution

If any dispute is not resolved through negotiation, the parties agree to submit the dispute to arbitration under the Commercial Arbitration Rules of the American Arbitration Association in San Francisco, California.

Governing Law

Disputes will be governed by the laws of the State of California, without regard to conflict of law rules. If any claim is not subject to arbitration, the state and federal courts located in San Francisco, California will have exclusive jurisdiction.

Miscellaneous

Diana's failure to exercise or enforce any right or provision of these Terms will not operate as a waiver. These Terms reflect the entire agreement between the parties. Customer consents to Diana's use of Customer's name and logo on Diana's website and promotional materials for purposes of identifying Customer as a customer of Diana.