INTRODUCTION AND SCOPE

These Terms & Conditions (“Agreement”) govern the use of the platform and services (collectively, the “Services”) provided by Cicero, Inc. d/b/a Othello (“Company,” “we,” “us,” or “our”) to you (“Client,” “you,” or “your”). By accessing or using our Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you are authorized to bind such organization to these Terms & Conditions.

SERVICES

Platform Access – We provide access to our proprietary platform (the “Platform”) and related deliverables (“Outputs”) as described in applicable order forms, statements of work, or other signed agreements (“Order Forms”).

End Users – You are responsible for managing and controlling access to the Platform by your authorized users (“End Users”) and for ensuring they use the Services in compliance with these Terms.

Availability – We will use commercially reasonable efforts to make the Services available, excluding scheduled maintenance or downtime outside our reasonable control.

AI Outputs – You acknowledge that AI-generated outputs may be inaccurate or incomplete. These outputs are not a substitute for human judgment or professional advice.

PERMITTED USE AND CLIENT OBLIGATIONS

License – You receive a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for internal, professional purposes only.

Prohibited Actions – You agree not to:
• Share, sublicense, or disclose the Platform to unauthorized parties
• Reverse engineer, decompile, or otherwise attempt to access source code
• Introduce malicious code, conduct security testing without prior written consent, or circumvent security controls
• Use the Services for unlawful purposes

Client Data – You are solely responsible for the accuracy, legality, and integrity of any data you submit (“Client Data”) and for obtaining any necessary consents required by law.

FEES AND PAYMENT

Fees – Fees are set out in your Order Form. No refunds are provided for cancellations or decreases in usage during the agreed term.

Payment Terms – All invoices are payable within 30 days. Late payments may incur interest of 1.5% per month (or the maximum allowed by law) and may result in suspension of Services.

Taxes – Fees are exclusive of applicable taxes, which you are responsible for paying.

INTELLECTUAL PROPERTY

Platform Ownership – All rights in the Platform, documentation, and improvements remain exclusively with the Company.

Output Ownership – You own all rights in the Outputs you receive, subject to your compliance with this Agreement.

Use of Client Data – You grant us a limited, worldwide, royalty-free license to use Client Data as necessary to provide the Services.

De-Identified Data – We may create and use de-identified data (data that cannot identify you or End Users) to improve our services, develop new products, and train models.

Feedback – Any feedback or suggestions you provide may be used by us freely and become our property.

CONFIDENTIALITY

Both parties agree to protect each other’s confidential information using reasonable care and not to disclose it except as required by law or to perform obligations under this Agreement. We may use your company name and logo for marketing purposes (e.g., website, sales pitches) unless you revoke this permission in writing.

REPRESENTATIONS AND WARRANTIES

Both parties represent they have authority to enter into this Agreement.
We warrant that Services will be provided in accordance with this Agreement and do not knowingly infringe third-party IP rights.
Services are otherwise provided “as is” without warranties of merchantability, fitness for a particular purpose, or uninterrupted availability.

INDEMNIFICATION & LIABILITY

Your Indemnification – You agree to indemnify us against claims related to Client Data, legal noncompliance, or your gross negligence/willful misconduct.

Our Indemnification – We will indemnify you against claims that the Services infringe third-party IP rights, subject to exclusions for misuse, unauthorized modifications, or improper combinations with third-party tools.

Liability Limitation – Neither party is liable for indirect, special, punitive, or consequential damages. Our total liability is capped at the fees you paid in the 12 months preceding the claim.

TERM AND TERMINATION

Term – This Agreement remains in effect for the term stated in your Order Form and renews automatically unless terminated with 30 days’ notice before renewal.

Termination – Either party may terminate for material breach (if uncured within 10 days of notice) or insolvency.

Post-Termination Obligations – Upon termination, you must stop using the Platform and return or delete confidential information. We may provide limited access for 15 days to help you export data.

GENERAL PROVISIONS

Entire Agreement – This Agreement and your Order Forms constitute the full agreement between the parties.
Notices – Notices will be sent via email or certified mail to the addresses provided.
Governing Law – This Agreement is governed by Delaware law, with exclusive jurisdiction in Delaware courts.
Assignment – You may not assign this Agreement without our consent, except to an affiliate.
Independent Contractor – The parties are independent contractors.
Force Majeure – Neither party is liable for delays caused by events beyond their reasonable control (e.g., natural disasters, internet outages).