Terms of Service

2.1 Platform Access

Subject to the terms of this Agreement and Customer's timely payment of all fees, Equalizr grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Equalizr Platform during the Subscription Term solely for Customer's internal business purposes.

2.2 Managed AWS Infrastructure

Equalizr will provision and manage the Managed AWS Infrastructure on Customer's behalf. Customer acknowledges that:

• •Equalizr acts as the managed infrastructure operator; Customer will not interact with AWS directly.
• •The Managed AWS Infrastructure employs a single-table DynamoDB serverless architecture specifically optimized for the Equalizr Platform.
• •AWS usage charges are billed through Equalizr and reflected in the Infrastructure Fee set forth in the applicable Order Form.
• •Customer may not export, replicate, or reproduce the Managed AWS Infrastructure configuration outside of the Equalizr managed environment.

2.3 BYOCC Model

Customer is solely responsible for establishing and maintaining its own subscription with Anthropic for Claude Max service. Equalizr connects to Customer's Anthropic subscription on Customer's behalf. Equalizr does not receive, store, proxy, or have access to Customer's Anthropic API credentials. Customer's token usage is cryptographically tied to Customer's Anthropic account. Equalizr makes no representations regarding Anthropic's pricing, availability, or terms of service.

2.4 One-to-One Subscription Requirement

2.5 Equalizr OS

If Customer subscribes to Equalizr OS, Equalizr will deliver a fully configured business operating system encompassing CRM, HR, Finance, Accounting, Marketing, and Operations modules as specified in the applicable Order Form, delivered through the Equalizr Platform on the Managed AWS Infrastructure.

2.6 Equalizr Amplify

If Customer subscribes to Equalizr Amplify, Equalizr will automatically convert Customer's software feature builds into blog posts, podcast audio, social media content, email announcements, training documentation, and help center articles, distributed to Customer's selected channels. Customer grants Equalizr a limited license to Customer's feature descriptions and build data solely to perform this service.

2.7 Professional Services

Any professional services, configuration, or customization work beyond standard Platform access will be governed by a separate Statement of Work referencing this Agreement.

2.8 Support

Equalizr will provide standard support as described in the applicable Order Form or Support Policy. Equalizr's closed-loop bug system allows Customer users to flag bugs directly within the Customer Application; Equalizr's AI agents will validate, isolate, and propose fixes in an isolated environment subject to Customer approval before any changes are applied.

3.1 Fees

3.2 Billing and Payment

Fees are billed monthly in advance on the first day of each billing cycle. Payment is due within fifteen (15) days of invoice date. Equalizr accepts payment by credit card, ACH, or other methods specified in the Order Form.

3.3 Late Payment

Overdue amounts bear interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is less. Equalizr may suspend Customer's access upon fifteen (15) days' written notice if payment is more than thirty (30) days overdue, without limiting any other remedy.

3.4 Taxes

All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, excise, value-added, and similar taxes arising from this Agreement, excluding taxes on Equalizr's net income.

3.5 Fee Adjustments

Equalizr reserves the right to adjust the Subscription Fee upon sixty (60) days' prior written notice. Fee increases will not take effect until the next renewal of the then-current Subscription Term.

4.1 Term

This Agreement commences on the Effective Date and continues until terminated. Each Order Form will specify the applicable Subscription Term, which will automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

4.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

4.3 Termination for Convenience

Customer may terminate this Agreement for convenience upon sixty (60) days' written notice. Equalizr may terminate for convenience upon ninety (90) days' written notice. No refunds of prepaid fees will be provided for termination for convenience.

4.4 Effect of Termination

5.1 Equalizr IP

Equalizr owns and retains all right, title, and interest in and to: (a) the Equalizr Platform, including all software, agents, algorithms, AI models, workflows, and tools; (b) the Pattern Library; (c) the Managed AWS Infrastructure configuration and architecture; (d) all Equalizr trademarks and brand assets; and (e) all improvements and derivative works of the foregoing. Nothing in this Agreement transfers any ownership of Equalizr IP to Customer.

5.2 Customer Application Code

Subject to Customer's continued compliance with this Agreement and full payment of all fees, Customer owns the application-layer source code specifically generated for Customer's Customer Application, exclusive of Equalizr Platform components, Pattern Library elements, agent logic, and infrastructure configuration. Equalizr retains a perpetual, royalty-free license to use learnings and architectural knowledge derived from the build to improve the Equalizr Platform and Pattern Library, provided that such use does not directly disclose Customer's Confidential Information.

5.3 Customer Data

Customer owns all Customer Data. Customer grants Equalizr a limited license to process, store, and use Customer Data solely to provide the services. Equalizr will not use Customer Data to train AI models or share Customer Data with third parties except as required to provide the services or as required by law.

5.4 Feedback

If Customer provides Equalizr with suggestions, ideas, or feedback ("Feedback"), Customer grants Equalizr a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose without obligation to Customer.

5.5 Reservation of Rights

All rights not expressly granted herein are reserved. No implied licenses are granted.

6.1 Mutual Representations

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement constitutes its legal, valid, and binding obligation; and (c) its performance does not violate any applicable law or any agreement with a third party.

6.2 Equalizr Warranties

Equalizr represents and warrants that: (a) the Platform will perform materially in accordance with its documentation during the Subscription Term; (b) Equalizr will implement commercially reasonable security measures to protect Customer Data; and (c) Equalizr will provide services in a professional and workmanlike manner.

6.3 Customer Warranties

Customer represents and warrants that: (a) Customer has independently obtained and maintains its Anthropic BYOCC subscription in compliance with Anthropic's terms of service; (b) Customer Data does not infringe any third-party intellectual property rights; and (c) Customer will comply with all applicable laws in its use of the Platform.

6.4 Prohibited Conduct

Customer shall not, and shall not permit or enable any third party to:

• •Attempt to share, pool, proxy, spoof, intercept, or otherwise transfer Anthropic API tokens or Claude credentials between users, accounts, or sessions.
• •Provide a single Equalizr subscription or Anthropic account to multiple individuals -- whether within the same organization or otherwise -- for the purpose of circumventing the per-user subscription requirement.
• •Resell, sublicense, or otherwise make the Equalizr Platform or the BYOCC connection available to any third party.
• •Use the Platform in any manner that violates Anthropic's Terms of Service or acceptable use policies.
• •Attempt to reverse engineer, intercept, or manipulate the token authentication mechanism between the Equalizr Platform and Anthropic's Claude.

6.5 Disclaimer

7.1 Exclusion of Consequential Damages

7.2 Cap on Liability

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO EQUALIZR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.3 Exceptions

The foregoing limitations do not apply to: (a) a party's indemnification obligations; (b) Customer's payment obligations; (c) willful misconduct or fraud; or (d) breach of Section 8 (Confidentiality).

7.4 Essential Basis

The parties acknowledge that the limitations of liability reflect a reasonable allocation of risk and are an essential basis of the bargain between the parties.

8.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked as confidential or reasonably should be understood to be confidential given the nature of the information. Equalizr's Confidential Information includes the Platform architecture, Pattern Library, agent logic, infrastructure configuration, pricing, and business strategies. Customer's Confidential Information includes Customer Data and business information.

8.2 Obligations

The Recipient will: (a) use the Discloser's Confidential Information solely to exercise rights or perform obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care used to protect its own similar confidential information, but no less than reasonable care; and (c) disclose Confidential Information only to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

8.3 Term

Confidentiality obligations survive for five (5) years following disclosure. Obligations with respect to trade secrets (including the Pattern Library, agent architecture, and infrastructure design) survive indefinitely.

8.4 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach by the Recipient; (b) was rightfully known by the Recipient before disclosure; (c) is independently developed by the Recipient without use of the Discloser's Confidential Information; or (d) is required to be disclosed by law or court order, provided the Recipient gives prompt prior notice and cooperates with any protective order.

8.5 AI Training Prohibition

Customer is expressly prohibited from using Equalizr's Confidential Information, the Platform, or any output thereof to train, fine-tune, develop, or improve any artificial intelligence or machine learning model. Equalizr is expressly prohibited from using Customer Data to train, fine-tune, or improve any AI model except as expressly authorized by Customer in writing.

8.6 Reverse Engineering Prohibition

Customer shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying structure of the Equalizr Platform, Pattern Library, agent logic, or Managed AWS Infrastructure configuration.

9.1 By Equalizr

Equalizr will defend, indemnify, and hold harmless Customer from third-party claims arising from an allegation that the Equalizr Platform, as provided by Equalizr and used in accordance with this Agreement, infringes any U.S. patent, copyright, or trademark. Equalizr's obligations do not apply to claims arising from: (a) Customer's modification of the Platform; (b) use in combination with third-party products not provided or approved by Equalizr; or (c) use in violation of this Agreement.

9.2 By Customer

Customer will defend, indemnify, and hold harmless Equalizr from third-party claims arising from: (a) Customer's use of the Platform in violation of this Agreement or applicable law; (b) any claim that Customer Data infringes a third party's intellectual property rights; or (c) Customer's breach of its BYOCC obligations with Anthropic.

9.3 Procedure

The indemnified party will: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation. The indemnifying party will not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent.

10.1 Security Measures

Equalizr will maintain commercially reasonable technical and organizational security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction, including encryption in transit and at rest, access controls, and regular security reviews.

10.2 Data Breach Notification

Equalizr will notify Customer without undue delay (and in any event within seventy-two (72) hours) upon becoming aware of any confirmed unauthorized access to or disclosure of Customer Data, and will cooperate with Customer's reasonable requests regarding investigation or notification obligations.

10.3 Data Processing

To the extent Customer Data contains personal data subject to applicable data protection laws, the parties agree to execute any required data processing addendum. Customer is the data controller and Equalizr is the data processor for purposes of applicable privacy law.

10.4 Retention and Deletion

Upon termination or expiration, Equalizr will, at Customer's election, return or delete Customer Data within sixty (60) days, except to the extent retention is required by applicable law.

11.1 Governing Law and Venue

This Agreement is governed by the laws of the State of Illinois, without regard to conflict of law principles. Any dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located in Cook County, Illinois, and each party hereby consents to personal jurisdiction of such courts.

11.2 Dispute Resolution

Prior to initiating any legal action, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of thirty (30) days following written notice of the dispute.

11.3 Assignment

Neither party may assign or transfer this Agreement or any rights or obligations without prior written consent of the other party, except that Equalizr may assign in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

11.4 Non-Solicitation

During the term and for one (1) year thereafter, Customer shall not directly solicit or hire any Equalizr employee or contractor who was involved in providing services to Customer without Equalizr's prior written consent. This restriction does not apply to general public job postings not targeted at Equalizr personnel.

11.5 Entire Agreement

This Agreement, together with all Order Forms, Statements of Work, and exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, and communications. In the event of a conflict between this Agreement and any Order Form, the Order Form controls for the specific engagement covered thereby.

11.6 Amendments

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

11.7 Waiver

No waiver of any provision is effective unless in writing. No waiver of a breach constitutes a waiver of any subsequent breach.

11.8 Severability

If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

11.9 Force Majeure

Neither party is liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions. The affected party will provide prompt notice and use commercially reasonable efforts to resume performance.

11.10 Notices

All notices must be in writing and delivered by: (a) hand delivery; (b) overnight courier with tracking; (c) certified mail, return receipt requested; or (d) email with confirmation of receipt from an officer of the receiving party. Notices to Equalizr: legal@equalizr.ai and its principal office. Notices to Customer: the address specified in the applicable Order Form.

11.11 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship. Neither party has authority to bind the other.

11.12 Acceptance by Electronic Click

11.13 Acceptance Record

Equalizr will record and maintain the date, time, IP address, and account information associated with Customer's acceptance of this Agreement. Such records constitute conclusive evidence of Customer's acceptance. The version of this Agreement in effect at the time of Customer's acceptance governs the relationship unless Customer affirmatively accepts a subsequent version.

11.14 Modifications

Equalizr reserves the right to modify this Agreement at any time. Equalizr will provide notice of material changes via email to Customer's registered address or through a prominent notice on the Equalizr Platform at least thirty (30) days prior to the effective date of the change. Customer's continued use of the Platform following the effective date of any modification constitutes acceptance of the modified Agreement. If Customer does not agree to a modification, Customer's sole remedy is to terminate this Agreement prior to the effective date of the change.

11.15 Publicity

Customer grants Equalizr the right to identify Customer as a customer in marketing materials, case studies, and on the Equalizr website, using Customer's name and logo subject to Customer's brand guidelines. Customer may opt out upon thirty (30) days' written notice.

11.16 Token Abuse Reporting

Equalizr actively monitors for patterns consistent with token sharing, credential spoofing, or multi-user account abuse. Any account found to be engaged in such activity will be suspended immediately without notice. Equalizr will report confirmed violations to Anthropic, including account identifiers, usage patterns, and any other information reasonably necessary for Anthropic to investigate and enforce its own Terms of Service. Customer acknowledges that such reporting is not a breach of any confidentiality obligation under these Terms and constitutes a legitimate disclosure required by law or contractual obligation to a third-party service provider.