Terms of Service.

1. Definitions

• "Agreement" means these Terms, the DPA and the Privacy Policy, together with any order form or plan selected by Customer.
• "AI Assistant" means an AI-powered conversational interface created with Sorgi to perform specific tasks or provide information.
• "Cloud-hosted" means the delivery, storage or processing of data, applications or services through infrastructure made available over the internet by a third-party cloud service provider.
• "Customer Data" means any data, information or other material provided to or through the Services by or at the direction of Customer, including from Third Party Integrations, and the outputs generated from it for Customer.
• "Documentation" means Dviz's usage guidelines and technical documentation for the applicable Service.
• "DPA" means the Dviz Data Processing Agreement published at dviz.tech/legal/dpa.
• "Feedback" means suggestions, comments or other feedback provided to Dviz by Customer.
• "Privacy Policy" means the Dviz Privacy Policy published at dviz.tech/privacy.
• "Services" means Sorgi and SorgiQ, in whole or in part, and any related services offered by Dviz under these Terms. "Free Services" means Services offered on a free or trial basis.
• "Test Suite" means a set of tests configured in SorgiQ, including API, user interface, agent response and performance tests, and the environments and variables used to run them.
• "Third Party Integrations" means application programming interfaces (APIs), AI model providers and other services operated by third parties that integrate with the Services.
• "Updates" means upgrades, patches, enhancements or fixes for the Services.
• "Usage Data" means information about how the Services are accessed and used, such as account and device identifiers, log-in events, feature usage and performance and error metrics, which does not include the content of Customer Data.
• "Workflow" means an automated sequence of tasks, processes, routines, agents or decisions created with the Services to accomplish business objectives.

2. Access to the Services

Subject to Customer's compliance with the Agreement, Dviz grants Customer a nonexclusive, limited, non-sublicensable, non-transferable right to use the Services for Customer's internal business purposes, in accordance with the Documentation. The Services include the Sorgi workflow automation platform, AI Assistants, custom agents and related tools, and the SorgiQ testing platform, including Test Suites, environments and reports.

3. Service updates

From time to time, Dviz may provide Updates to its customers generally without additional charge. Updates become part of the Services and are subject to these Terms; Dviz has no obligation to provide any particular Update. Dviz may improve and modify the Services at any time and will use commercially reasonable efforts to give Customer prior notice of major changes that materially affect functionality.

4. Ownership and Feedback

As between the parties, Dviz retains all right, title and interest in and to the Services and all software, products, works, AI models, algorithms and other intellectual property and moral rights related to them or created, used or provided by Dviz in the Services, including copies and derivative works. Any software provided to Customer is part of the Services and subject to these Terms.

Customer retains ownership of the Workflows, AI Assistants, routines, agents and Test Suites it creates using the Services, subject to Dviz's underlying ownership of the platform technology. Customer may optionally provide Feedback, which is provided "as is" and without warranty. Customer grants Dviz a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit Feedback for any purpose.

5. Customer Data and Usage Data

Customer Data. Dviz processes Customer Data as Customer's processor (and, under U.S. state laws, its service provider), only on Customer's documented instructions and in accordance with the DPA, and for no other purpose. Dviz maintains the technical, organizational and physical measures described in the DPA to protect Customer Data.

Customer retains all right, title and interest in and to Customer Data, including all intellectual property rights. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of Customer Data and for having the right to use it. Customer represents and warrants that it has all rights, notices and consents necessary to provide Customer Data to Dviz as contemplated by the Agreement.

No training on Customer Data. Dviz does not use Customer Data to train or fine-tune AI models, for Customer or for anyone else, unless Customer agrees in writing.

Usage Data. Dviz collects and uses Usage Data as an independent controller, for its own purposes of operating, securing, supporting and improving the Services, as described in the Privacy Policy. Dviz may create aggregated or de-identified data from Usage Data that does not identify Customer or any individual, and may use it for any lawful purpose, including improving its products, models and algorithms.

6. Acceptable use and restrictions

Customer will use the Services in compliance with the Documentation and all applicable laws. Except as expressly permitted by the Agreement, Customer will not (and will not permit any third party to), directly or indirectly:

• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services (except to the extent applicable law prohibits this restriction);
• modify, translate or create derivative works of the Services, or remove or alter any proprietary notices or labels;
• use the Services to build competing workflow automation, AI assistant or testing platforms, or attempt to extract or reverse engineer the underlying AI models or proprietary algorithms;
• use AI Assistants, routines, agents or Workflows to generate content that violates applicable law or infringes third-party rights;
• rely solely on AI-generated outputs for critical business decisions without appropriate human review and validation;
• use SorgiQ to test, load or scan any system, application, API or AI service that Customer does not own or is not authorized to test, or run performance or load tests that exceed the scope authorized by the system's owner or provider;
• upload or transmit malicious code, interfere with or disrupt the integrity or performance of the Services, or attempt to gain unauthorized access to the Services or related systems.

Customer is responsible for all activity under its accounts, including uploading Customer Data, configuring tests and validating AI-generated outputs.

7. Third Party Integrations

Customer acknowledges that (i) the Services may operate on, with or using Third Party Integrations; (ii) the availability and operation of the Services may depend on Dviz's ability to access them; and (iii) Customer's failure to provide adequate access, or any withdrawal of permissions, may suspend or interrupt the Services.

Customer represents and warrants that it has all rights, licenses, permissions and consents needed to connect and use the Third Party Integrations it integrates with the Services. Dviz does not guarantee that the Services will support any particular Third Party Integration and makes no representations or warranties about Third Party Integrations.

AI model providers. Where Dviz provisions an AI model provider for the Services, that provider is a Dviz sub-processor under the DPA. Where Customer connects its own account with an AI model provider or other third-party service, that provider acts under Customer's own agreement with it; Customer is solely responsible for reviewing its data processing terms and for deciding what data to send to it through the Services.

8. AI services disclaimer

Customer acknowledges and agrees that:

• AI Assistants, automated routines, agents and agentic Workflows may produce outputs that are inaccurate, incomplete, biased or inappropriate;
• Customer is solely responsible for reviewing, validating and verifying AI-generated content before relying on it for business purposes;
• Dviz does not warrant the accuracy, completeness, reliability or suitability of AI-generated outputs for any particular purpose;
• Customer will implement appropriate human oversight and validation for AI-driven decisions;
• test results produced by SorgiQ indicate how a system behaved under the conditions tested, and do not guarantee that the system is free of defects or will behave the same way in production.

9. Fees and payment

Customer will pay the fees set out at signup or in the applicable plan or order form. Unless otherwise specified, subscriptions renew automatically unless changed or cancelled by Customer within the Services. Dviz may charge the payment method provided by Customer for renewals, plan changes, usage overages and unpaid fees.

Usage-based billing. Certain Services may incur additional charges measured in credits based on usage, including Workflow executions, AI Assistant interactions, test runs, data processing volume and API calls. Customer is responsible for all taxes associated with the Services (excluding taxes based on Dviz's net income). Fees are non-refundable, except as expressly provided in the Agreement, and are not subject to set-off.

10. Term and termination

The Agreement starts when Customer accepts it and continues until all subscriptions have ended. Either party may terminate the Agreement by written notice if the other party materially breaches it and does not cure the breach within thirty (30) days of receiving notice.

Dviz may suspend or limit Customer's access to the Services if (i) Customer's account is more than thirty (30) days past due; (ii) Customer's use violates Section 6; or (iii) Customer's use damages or materially degrades the Services.

After termination, Customer has thirty (30) days to export Customer Data, Workflows and Test Suites. Dviz then deletes Customer Data as set out in the DPA.

11. Service warranty

Dviz warrants that the Services will perform materially in accordance with the Documentation under normal use. If Dviz breaches this warranty, it will re-perform the Services as warranted; if Dviz cannot do so within a commercially reasonable period, Customer may terminate the affected subscription and receive a prorated refund for the unused portion of the term.

This warranty does not cover the accuracy, completeness or appropriateness of AI-generated content or test outcomes, which are provided "as is" subject to Section 8.

12. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, USAGE OF TRADE OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

13. Limitation of liability

EXCEPT FOR CUSTOMER'S BREACH OF SECTION 5 OR SECTION 6, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, WILL BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THE AGREEMENT FOR: (I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND; (II) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE, REGARDLESS OF SOURCE; (III) ANY DIRECT DAMAGES IN EXCESS OF, IN THE AGGREGATE, THE AMOUNT PAID BY CUSTOMER TO DVIZ IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (IV) ANY DAMAGES ARISING FROM INACCURATE, INAPPROPRIATE OR HARMFUL AI-GENERATED CONTENT OR AUTOMATED WORKFLOW OUTPUTS.

Nothing in this Section limits either party's liability where liability cannot be limited under applicable law, including under Data Protection Laws as provided in the DPA.

14. Free and trial Services

Dviz may provide Free Services. Use of Free Services is subject to the Agreement and any additional terms Dviz specifies. Dviz may modify or terminate Free Services, or Customer's use of them, at any time without liability.

NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, DVIZ PROVIDES NO WARRANTY, INDEMNITY OR SERVICE LEVEL COMMITMENT FOR FREE SERVICES, AND ITS AGGREGATE LIABILITY FOR FREE SERVICES IS LIMITED TO US$100.

15. Support

Subject to payment of applicable fees, Dviz provides support according to Customer's plan, which may include:

• Basic Support: email support during business hours.
• Professional Support: priority support with faster response times.
• Enterprise Support: dedicated support representatives and phone support.

16. Changes to the Agreement

Dviz may modify the Agreement from time to time by notifying Customer and posting the modified version on its website. Modifications take effect thirty (30) days after notice or at the next renewal, whichever comes first. If Customer objects to a modification taking effect during the current term, Customer may terminate the remainder of the current term as its exclusive remedy. Changes to the DPA will not reduce the level of protection for Customer Personal Data required by Data Protection Laws.

17. Marketplace and user-generated content

Customer may contribute Workflows, AI Assistants or agents to the Sorgi marketplace for use by other users. By contributing content, Customer grants Dviz a non-exclusive, worldwide, royalty-free license to distribute it to other Sorgi users. Customer must not include Customer Data or personal data in marketplace contributions unless it has the right to share it. Revenue sharing terms, if any, will be set out in separate marketplace terms.

Marketplace content created by other users is provided "as is" without warranty, and Dviz disclaims all liability for third-party content.

18. Export controls

The Services may be subject to the export laws and regulations of the United States and other jurisdictions. Customer will not export, re-export or transfer any part of the Services to countries, persons or entities prohibited by applicable export laws, or permit access to or use of the Services in or from embargoed countries or regions.

19. General

The Agreement is the entire agreement between Customer and Dviz about its subject matter and supersedes all prior or contemporaneous communications and proposals. It is governed by the laws of the State of Delaware, excluding its conflict of laws rules, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, except that the EU Standard Contractual Clauses and UK Addendum incorporated in the DPA are governed as set out in the DPA.

Neither party may assign its rights or obligations without the other party's consent, except that either party may assign the Agreement without consent to a successor in connection with a sale of substantially all of its business relating to the Agreement.

If any provision is held unenforceable, it will be reformed only to the extent necessary to make it enforceable. A party's failure to act on a breach is not a waiver and does not limit its rights regarding that or any later breach. If there is a conflict between these Terms and the DPA regarding the processing of personal data, the DPA prevails.

Questions about these Terms: info@dviz.tech.