Drivetrain Terms of Service
Effective Date: April 1, 2023
Last Updated on: July 31, 2026
These Terms of Service (“Terms”) describe the terms under which Drivetrain AI, Inc. (“We”, “Our”, “Us”) provides access to and use of the Service(s) to an individual or entity that purchases, accesses, or uses the Service(s), together with its authorised Users (“You”, “Your”, “Yourself”). By accessing or using the Service(s), executing an Order Form, or otherwise accepting these Terms, You agree to be bound by these Terms, the applicable Order Form, the Privacy Notice located at https://www.drivetrain.ai/privacy-notice, and any applicable Data Processing Addendum or Data Processing Agreement (“DPA”). You represent and warrant that You are legally competent to enter into these Terms and, where You enter into these Terms on behalf of an entity or its affiliates, that You have authority to bind such entity and its affiliates. If You do not agree to these Terms, You must immediately cease using the Service(s).
You and Us will be individually referred to as “Party” and collectively as “Parties”.
1. YOUR RIGHTS
1.1. Subject to Your compliance with these Terms and solely during the Subscription Term, You
shall have the limited, non-exclusive, revocable right to access and use the Service(s) for Your
internal business purposes in accordance with the subscription plan as specifically stated in an
Order Form.
2. YOUR RESPONSIBILITIES
2.1. Your Account: Your access and use of the Service(s) is restricted to the specified number of
individual Users as specified in the relevant Order Form, if any, executed between Us and
Yourself. Each User shall be identified using unique login information (“User Login”) and
such User Login shall be used only by one individual.
2.2. Acceptable Use: You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare, disassemble, reverse engineer, decompile, or make the Service(s) available to any third party, other than authorised Users for Your internal business purposes as expressly permitted by these Terms; (b) modify, adapt, hack, or otherwise attempt to gain unauthorised access to the Service(s) or related systems or networks; (c) use the Service(s) to store or transmit Sensitive Personal Information except as expressly agreed in a separately executed amendment to these Terms; (d) use the Service(s) to store or transmit Service Data in violation of applicable laws, privacy rights, export control laws, or other legal obligations; (e) access or use the Service(s) for the purpose of creating derivative works based on, or developing or operating products or services in competition with, the Service(s); (f) use the Service(s) to store or transmit content that infringes intellectual property rights or is unlawful, harmful, hateful, abusive, libelous, obscene, discriminatory, or otherwise objectionable; (g) knowingly post, transmit, upload, link to, send, or store viruses, malware, trojan horses, time bombs, or similar harmful software; (h) crawl, scrape, spider, or harvest any page, data, or portion of the Service(s), except as expressly permitted in writing; (i) use the Service(s) or AI-Assisted Features to generate, promote, or rely upon unlawful, discriminatory, deceptive, or harmful outputs; (j) conduct unauthorised benchmarking, security testing, model testing, or competitive analysis of the Service(s); or (k) circumvent usage limits, access controls, security controls, or other restrictions implemented in the Service(s).
2.3. If We inform You that a specified activity or purpose is prohibited with respect to the
Service(s), You will ensure that You immediately cease use of the Service(s) for such
prohibited activity or purpose.
2.4. You represent and warrant that You have obtained and maintained necessary authorizations,
approvals and permissions from Users and individuals with whom Users interact when using
Third-party Service(s), for Us to Process such Service Data for the purpose of providing the
Service(s).
2.5. You represent and warrant that You are free to enter into these Terms and perform the
obligations hereunder and doing so will not violate any other agreement to which You are a
party, including any agreements with Third-party Service(s).
3. SERVICE(S)
3.1. Any enhancements, new features or updates (“Updates”) to the Service(s) are also subject to
these Terms and We reserve the right to deploy Updates at any time.
3.2. The Service(s) may temporarily be unavailable due to scheduled downtime for upgrades and
maintenance in which case We shall use commercially reasonable endeavours to notify You in
advance.
3.3. AI-Assisted Features and Decision-Support. Certain features of the Service(s) may use artificial intelligence, machine learning, large language models, automation, predictive analytics, or similar technologies (“AI-Assisted Features”) to generate summaries, forecasts, insights, recommendations, or other analytical outputs. Such outputs are provided solely as decision-support tools for Customer’s internal business use and do not constitute financial, accounting, tax, legal, investment, employment, or other professional advice. Customer remains solely responsible for reviewing, validating, and making all business, financial, operational, hiring, investment, or strategic decisions based on or informed by the Service(s). Outputs generated by AI-Assisted Features may contain assumptions, estimations, inaccuracies, or predictive elements and should not be relied upon without independent review and validation by Customer.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. Except for the rights granted to You under clause 1, all rights, title and interest in and to all
intellectual property and/or proprietary rights, title and interest in or related to the Service(s),
including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-
how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with
Us.
4.2. You own all rights, title, and interest in and to the Service Data that You provide to Us. We do not claim ownership over such Service Data. You grant Us a limited, non-exclusive, royalty-free right to access, use, process, transmit, store, and display Service Data solely to (a) provide, support, maintain, secure, and improve the functionality, reliability, and performance of the Service(s); (b) prevent or address service, security, support, or technical issues; (c) comply with applicable legal obligations; and (d) perform Our obligations under these Terms and the applicable Order Form. For clarity, We shall not use Service Data or Customer Inputs to train, fine-tune, or improve generalized artificial intelligence or machine-learning models, meaning models intended for deployment across multiple customers or outside the applicable Customer environment, except where expressly authorised by You in writing. Nothing in this clause prevents Us from using Service Data or Customer Inputs solely to provide, configure, personalise, support, secure, optimise, or improve the Service(s) for Your benefit within Your customer environment, including customer-specific configuration, tuning, or fine-tuning where expressly agreed in an applicable Order Form, DPA, statement of work, or other written agreement between the Parties. Such customer-specific use shall not permit Service Data or Customer Inputs to be used to train, fine-tune, or improve models for other customers or generalized AI/ML models.
4.3. We shall have a right and license to incorporate into the Service(s) or otherwise use any suggestions, enhancement requests, recommendations, or other feedback We receive from You, provided that such use does not disclose Your Confidential Information or Service Data in identifiable form.
4.4. All rights not expressly provided to You herein are reserved.
5. THIRD PARTY SERVICES
5.1. The Service(s) enables integration with a wide range of Third-party Service(s), including ERP, CRM, HRIS, billing, database, spreadsheet, analytics, and other systems selected or authorised by You. You acknowledge and agree that Your use of Third-party Service(s) is governed by the applicable third-party terms, policies, security practices, service levels, and data processing arrangements. We are not responsible for the availability, operation, security, accuracy, integrity, or performance of any Third-party Service(s), or for any delay, error, interruption, loss, or claim arising from such Third-party Service(s), except to the extent caused by Our breach of these Terms.
5.2. When You authorise integration with Third-party Service(s), You authorise Us to access, retrieve, transmit, store, and Process the data made available through such Third-party Service(s) solely as necessary to provide, support, maintain, secure, and improve the Service(s) in accordance with these Terms and any applicable DPA. You are responsible for ensuring that You have all rights, permissions, credentials, licences, consents, and authorisations required for such integrations and related data transfers.
5.3. You are responsible for authorising and maintaining integrations with Third-party Service(s) and for the accuracy, quality, legality, sufficiency, and availability of Service Data submitted to or transmitted through the Service(s). We will not be liable for claims, losses, delays, inaccuracies, downtime, or failures arising from Third-party Service(s), Customer systems, Customer credentials, Customer instructions, or Service Data provided or controlled by You.
5.4. AI/LLM Providers. Where AI-Assisted Features rely on AI/LLM Providers, such providers may process limited Customer Inputs, prompts, metadata, contextual instructions, or selected inputs solely to generate requested outputs, summaries, forecasts, insights, or related assistance. Such providers may retain prompts, Customer Inputs, or related usage information for limited periods for legal, security, abuse monitoring, compliance, or operational purposes, but such data shall not be used for generalized model training where prohibited by applicable enterprise/API arrangements.
6. CHARGES AND PAYMENT
6.1. Subscription Charges: All charges associated with Your Account shall be based on the plan
You have subscribed at the prices listed in an Order Form (“Subscription Charges”) and any
other details regarding such Subscription Charges shall be mentioned in an Order Form. The
Subscription Charges are due in full and payable in advance in accordance with clause 6.3,
when You subscribe to the Service(s).
6.2. Renewal: Unless Your Account and subscription to the Service(s) is terminated, Your
subscription to the Service(s) will auto-renew for a Subscription Term equivalent in length to
the then expiring Subscription Term at the then prevailing Subscription Charges.
6.3. Payment: You hereby authorize Us or Our authorized agents, as applicable, to bill You upon
Your subscription to the Service(s) (and any renewal thereof). Unless otherwise stated in an
Order Form, Your payment is due within thirty (30) days of Our invoice date.
6.4. Refunds: Unless otherwise specified in these Terms, all Subscription Charges are non-
refundable. No refunds shall be issued for partial use or non-use of the Service(s).
6.5. Late Payments/Non-payment of Subscription Charges: We will notify You in the event We do
not receive payment towards Subscription Charges within the due date. We must receive
payments within a maximum of ten (10) days from the date of Our notice. If We do not receive
payment within the foregoing time period, in addition to Our right to other remedies available
under law, We may (i) charge an interest for late payment @ 1.5% per month and/or; (ii)
suspend Your access to and use of the Service(s) until We receive Your payment towards the
Subscription Charges as specified herein and/or; (iii) terminate Your Account.
6.6. Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes,
levies, duties or similar governmental assessments, including value-added, sales, use or
withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively
“Taxes”). If You have an obligation to withhold any amounts under any law or tax regime, You
will gross up the payments so that We receive the amount actually quoted and invoiced on the
Order Form.
7. TERM, TERMINATION AND SUSPENSION
7.1. The Subscription Term shall be set forth in a relevant Order Form.
7.2. Termination by You: You may terminate one or more of Your Account(s) in the event We
materially breach these Terms, provided that You shall provide an advance notice of such
breach and afford Us not less than sixty (60) days to cure such breach. In case of such
termination, We shall, pro-rata, refund the Subscription Charges for the remainder of the
Subscription Term.
7.3. Suspension and Termination by Us: In addition to suspension for late payment or non-payment
of Subscription Charges, We may suspend Your access to and use of Your Account or the
Service(s) if You are in violation of these Terms. We will notify You if Your activities violate
these Terms and, at Our sole discretion, provide You with a period of fifteen (15) days (“Cure
Period”) to cure or cease such activities. If You fail to cure or cease such activities within said
Cure Period or if We believe that such breaches cannot be cured, Your Account/ Service(s)
shall be terminated. Further, We also reserve the right to terminate Your Account/ Service(s) at
any time by written notice due to business reasons which shall include discontinuation of the
Service(s).
7.4. Termination for Insolvency: Notwithstanding anything contained herein, either Party may
terminate these Terms without notice if the other Party becomes insolvent, makes or has made
an assignment for the benefit of creditors, is the subject of proceedings in voluntary or
involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary
bankruptcies) which are dismissed within sixty (60) days, or has a receiver or trustee appointed
for substantially all of its property.
7.5. Effect of Terminating Your Account: Following the termination of Your Account/ Service(s)
either by Yourself or by Us, Your access and use of the Service(s) shall cease. We retain all
Service Data in Our possession for sixty (60) days from the date of effective termination
(“Data Retention Period”). We shall upon written request by You, provide necessary
assistance to You in downloading Your Service Data within the Data Retention Period. Beyond
the Data Retention Period, We reserve the right to delete all the Service Data in Our possession.
8. CONFIDENTIALITY; DATA PRIVACY AND SECURITY
8.1. If You choose, or are provided with, a user identification code, login, password or any other
piece of information as part of Our security procedures, You must treat such information as
confidential. You must not disclose it to any third party. We shall have the right to disable any
user identification code or password, whether chosen by You or allocated by Us, at any time, if
in Our reasonable opinion, You have failed to comply with any of the provisions of these
Terms. We will not be responsible for any activities, including any attempted or actual access
or loss of data occurring in Your Account as a result of Your non-compliance with the obligations
under this clause.
8.2. Each of the Parties will protect the other’s Confidential Information from unauthorized use,
access or disclosure in the same manner as each of the Parties protects its own Confidential
Information, and in any event, no less than reasonable care. Except as otherwise expressly
permitted pursuant to these Terms, each of the Parties may use the other’s Confidential
Information solely to exercise its respective rights and perform its respective obligations under
these Terms and shall disclose such Confidential Information solely to those of its respective
employees, representatives and agents who have a need to know such Confidential Information
for such purposes and who are bound to maintain the confidentiality of, and not misuse, such
Confidential Information. The provisions of this clause shall supersede any non-disclosure
agreement by and between the Parties entered prior to these Terms that would purport to
address the confidentiality of Service Data and such agreement shall have no further force or
effect with respect to Service Data.
8.3. Where We Process Personal Data forming part of Service Data on Your behalf, We shall Process such Personal Data as Your processor, service provider, or equivalent role under applicable Data Protection Laws, and only in accordance with these Terms, the applicable Order Form, the DPA, and Your documented instructions.
8.4. Where the CCPA/CPRA or similar U.S. state privacy laws apply, You acknowledge and agree that You are the Business, Controller, or equivalent entity, and We are the Service Provider, Processor, or equivalent entity with respect to Personal Information or Personal Data processed by Us on Your behalf in connection with the Service(s).
8.5. We will not sell or share Personal Information or Personal Data processed on Your behalf, or retain, use, or disclose such information for any purpose other than providing the Service(s), performing Our obligations under these Terms and the DPA, complying with applicable law, maintaining security, preventing fraud or abuse, or as otherwise permitted under applicable Data Protection Laws and the DPA. We understand and will comply with the applicable restrictions imposed on service providers/processors under applicable Data Protection Laws.
8.6. You acknowledge and agree that You shall be responsible for providing the required notice to
Consumers with respect to sharing their Personal Information with Us.
8.7. We shall provide reasonable cooperation to assist You to respond to any requests from
individuals or applicable data protection authorities relating to the processing of Personal
Information under these Terms/ Data Processing Addendum when You are required to respond
to such requests under applicable data protection laws. In the event that any such request is
made directly to Us, We shall not respond to such communication directly without Your prior
authorization, unless legally compelled to do so.
8.8. Where We Process Personal Data on Your behalf, the applicable DPA shall apply and is incorporated into these Terms by reference. In the event of any conflict between these Terms and the DPA solely with respect to Personal Data Processing obligations, the DPA shall prevail. In the event of any conflict between a generally available online DPA and a separately executed Order Form, DPA, data protection addendum, or written agreement between the Parties, the separately executed document shall prevail to the extent of such conflict. Where Personal Data originates from or is subject to the laws of the EEA, UK, Switzerland, California, or other applicable jurisdictions, the transfer and processing mechanisms set out in the DPA shall apply.
8.9. You acknowledge and agree that We and Our group companies may access or disclose
information about You, Your Account, Users, including Service Data, in order to (a) comply
with the law or respond to lawful requests or legal process; or (b) prevent any infringement of
group companies’ or Our customers’ proprietary rights. Further, at Our sole discretion, any
suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement
authorities.
9. WARRANTIES
9.1. WE WARRANT THAT THE SERVICE(S) WILL PERFORM IN ALL MATERIAL
ASPECTS IN ACCORDANCE WITH THE DOCUMENTATION.
9.2. THE SERVICE(S), INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE
PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL EXPRESS OR
IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
ACCURACY OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.
9.3. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE ACCESS TO THE
SERVICE(S), WHICH IS PROVIDED OVER INTERNET AND VARIOUS
TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR
CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, ERROR-
FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE OR THAT IT
WILL BE SUITABLE FOR OR MEET YOUR REQUIREMENTS.
9.4. NO PROFESSIONAL ADVICE; AI OUTPUTS. WITHOUT LIMITING THE FOREGOING, ANY FORECASTS, PROJECTIONS, RECOMMENDATIONS, SUMMARIES, ALERTS, INSIGHTS, OR OUTPUTS GENERATED BY THE SERVICE(S), INCLUDING AI-ASSISTED FEATURES, ARE PROVIDED FOR INFORMATIONAL AND DECISION-SUPPORT PURPOSES ONLY. WE DO NOT WARRANT THAT SUCH OUTPUTS WILL BE COMPLETE, ERROR-FREE, SUITABLE FOR ANY SPECIFIC BUSINESS DECISION, OR FREE FROM ASSUMPTIONS OR PREDICTIVE LIMITATIONS. CUSTOMER IS RESPONSIBLE FOR INDEPENDENT REVIEW, VALIDATION, AND USE OF SUCH OUTPUTS.
10. LIMITATION OF LIABILITY
10.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, COVER OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE, LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, SUB-PROCESSORS, AI/LLM PROVIDERS AND LICENSORS RELATING TO THE SERVICE(S), THESE TERMS, OR ANY ORDER FORM WILL BE LIMITED TO AN AMOUNT EQUAL TO TWELVE (12) MONTHS OF SUBSCRIPTION CHARGES PAID BY YOU FOR THE SERVICE(S) GIVING RISE TO THE CLAIM PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS, YOUR INDEMNIFICATION OBLIGATIONS, YOUR BREACH OF CLAUSE 2 (YOUR RESPONSIBILITIES), OR YOUR MISUSE OF THE SERVICE(S), AND SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW TO CLAIMS ARISING FROM AI-ASSISTED FEATURES, THIRD-PARTY SERVICE(S), OR THIRD-PARTY AI/LLM PROVIDERS.
THE FOREGOING LIMITATION SHALL NOT LIMIT OR APPLY TO: (A) YOUR PAYMENT OBLIGATIONS; (B) EITHER PARTY’S LIABILITY ARISING FROM FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL BREACH OF LAW; (C) EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS; (D) YOUR INDEMNIFICATION OBLIGATIONS, BREACH OF CLAUSE 2 (YOUR RESPONSIBILITIES), OR MISUSE OF THE SERVICE(S); (E) OUR INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 11.2; OR (F) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. FOR CLARITY, EXCEPT FOR THE FOREGOING CARVE-OUTS, THE LIMITATION OF LIABILITY SHALL APPLY TO CLAIMS ARISING FROM AI-ASSISTED FEATURES, THIRD-PARTY SERVICE(S), OR THIRD-PARTY AI/LLM PROVIDERS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
10.2. IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED
WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, OUR LIABILITY WILL BE LIMITED TO THE
GREATEST EXTENT PERMITTED BY LAW.
10.3. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, WE DISCLAIM ALL
LIABILITIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITH RESPECT
TO THE SERVICES OFFERED DURING THE TRIAL PERIOD.
11. INDEMNIFICATION
11.1. Indemnification by You: You will indemnify and hold Us harmless against any claim brought
by a third party against Us, Our respective employees, officers, directors and agents arising
from Your acts or omissions in connection with clause 2 of these Terms provided that (a) We
promptly notify You of the threat or notice of such a claim, (b) You will have the sole and
exclusive control and authority to select defense attorneys, defend and/or settle any such claim;
and (c) We shall fully cooperate with You in connection therewith.
11.2. Indemnification by Us: We will defend You from any third-party claim alleging that Your use
of the Service(s) as contemplated hereunder infringes any third party’s patent, copyright and/or
trademark intellectual property rights (an “IP Claim”), and will indemnify and hold You
harmless from and against any damages and costs awarded against You, or agreed in settlement
by Us (including reasonable attorneys’ fees) resulting from such IP Claim. We will have no
liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by
(i) unauthorized use of the Service(s) by You, or Your Users; (ii) modification of the Service(s)
by anyone other than Us; or (iii) the combination, operation or use of the Service(s) with other
data, hardware or software not provided by Us. If Your use of the Service(s) results or in Our
opinion is likely to result in an IP Claim, We may at Our own option and expense (a) procure
for You the right to continue using the foregoing items as set forth hereunder; (b) replace or
modify them to make them non-infringing; or (c) if options (a) or (b) are not commercially reasonable
as determined by Us, then either You or We may terminate Your subscription to
the Service(s), and We shall refund You, on a pro-rated basis, any Subscription Charges that
You have previously paid for the corresponding unused portion. This Section states Our
entire liability and Your exclusive remedy with respect to an IP Claim.
12. MISCELLANEOUS
12.1. Entire Agreement and Revisions: These Terms, including all schedules and online policies
incorporated herein by reference, contain the entire agreement and understanding of the Parties
and supersedes all prior communications, discussions, negotiations, proposed agreements, and
all other agreements between them, whether written or oral, concerning the subject matter
herein. These Terms may be amended only by a written agreement of the parties and signed by
the duly authorized agents of the parties.
12.2. Relationship of the Parties: The parties are independent contractors. These Terms do not create
a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the
Parties.
12.3. Assignment: Except to Your affiliates/within Your group companies, You may not, directly or
indirectly, assign all or any part of these Terms or Your respective rights under these Terms or
delegate performance of its respective duties under these Terms without the prior consent,
which consent shall not be unreasonably withheld, by Us. In the event of assignment to an
affiliate, the party assigning its performance shall promptly intimate the other party of such
assignment and shall not default in any of its payment obligations under these Terms. Subject to
the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be
enforceable by the Parties and their respective successors and assigns.
12.4. Force Majeure: Notwithstanding anything to the contrary contained elsewhere, We shall not be
liable for unavailability of the Service(s) caused by circumstances beyond Our reasonable
control, such as but not limited to, acts of God, acts of government, pandemic, epidemic acts of
terror or civil unrest, technical failures beyond Our reasonable control (including, without
limitation, inability to access the internet, unauthorized loss, distribution or dissemination of
Service Data), or acts undertaken by third parties, including without limitation, distributed
denial of service attacks.
12.5. Governing Law and Dispute Resolution: These Terms shall be governed by the laws of the
State of Delaware. You hereby expressly agree to submit to the exclusive personal jurisdiction
of the courts in Delaware. Any dispute, claim or controversy arising out of or relating to these
Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the
determination of the scope or applicability of these Terms to arbitrate, shall be first settled by
arbitration administered by JAMS pursuant to its arbitration rules and procedures. Judgment on
the award may be entered in any court having jurisdiction. This clause will not preclude the
Parties from seeking provisional remedies in aid of arbitration from a court of appropriate
jurisdiction. The language of the arbitration shall be English, and the seat shall be the State of
Delaware.
Class Action Waiver. To the fullest extent permitted by applicable law, each Party agrees that any dispute, claim, or controversy shall be brought only in such Party’s individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, representative, or private attorney general proceeding. The arbitrator shall not consolidate claims of more than one person or entity or otherwise preside over any form of class, collective, consolidated, or representative proceeding.
12.6. Export Compliance: The Service(s) and Documentation, thereof may be subject to export laws
and regulations of the U.S. and other applicable jurisdictions. You represent and warrant that
You are not on any U.S. government prohibited list. You will not permit any User to access or
use the Services or Documentation in a country or region that is embargoed by the U.S. or other
applicable jurisdictions or in violation of any export law or regulation of the U.S. or other
applicable jurisdictions.
12.7. Publicity Rights: Subject to any written brand usage guidelines provided by You, You grant Us a limited, non-exclusive, royalty-free right to use Your name, trademark, and logo solely to identify You as a customer of Drivetrain on Our website, customer lists, presentations, and marketing materials. Upon Your written request for reasonable legal, confidentiality, or internal policy reasons, We will cease such use within a commercially reasonable period.
12.8. Notices and Consent to Electronic Communications: All notices to be provided by Us to You
under these Terms may be delivered in writing (i) by nationally recognized overnight delivery
Service(s) (“Courier”) or to the contact mailing address provided by You in the relevant Order
Form; or (ii) electronic mail to the e-mail address provided by You. Our address for a notice to
Us: (i) in writing by Courier is 131 Continental Drive Suite 301 Newark, Delaware 19713, USA
or (ii) by electronic mail is alokg@drivetrain.ai. All notices shall be deemed to have been given
immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if
earlier, two (2) business days after being deposited in the mail or with a Courier as permitted
above.
12.9. Survival: All clauses which, by their nature are intended to survive, including without
limitation Clauses 4 (Intellectual Property Rights), 6 (Charges and Payment), 7 (Term and
Termination), 8 (Confidentiality; Security and Data Privacy;), 9 (Disclaimer of Warranties), 10
(Limitation of Liability), 11 (Indemnification), 12 (Miscellaneous) and 13 (Definitions) shall
survive any termination of these Terms with respect to use of the Service(s) by You.
Termination shall not limit either Party’s liability for obligations accrued as of or prior to such
termination or for any breach of these Terms.
13. DEFINITIONS
When used in these Terms with the initial letters capitalized, in addition to terms defined
elsewhere in these Terms, the following terms have the following meanings:
Account: means any accounts or instances created by You or on Your behalf for access and use
of the Service(s).
API: means the application programming interfaces developed, enabled by or licensed to Us
that permits access to certain functionality provided by the Service(s).
AI/LLM Provider: means any third-party artificial intelligence, machine learning, or large language model provider engaged by Us to support AI-Assisted Features, including providers used for inference, summarisation, analysis, or generation of requested outputs.
AI-Assisted Features: means features of the Service(s) that use artificial intelligence, machine learning, large language models, automation, predictive analytics, or similar technologies to generate summaries, forecasts, recommendations, insights, or other analytical outputs.
Customer Inputs: means prompts, queries, instructions, metadata, contextual information, selected Service Data, or other information submitted or made available by You or Your Users for use with AI-Assisted Features.
Data Processing Addendum or DPA: means the data processing agreement or addendum made available by Us or otherwise executed between the Parties that governs Our Processing of Personal Data on Your behalf.
Confidential Information: means all information disclosed by one Party to the other Party
which is in tangible form and labelled “confidential” (or with a similar legend) or which a
reasonable person would understand to be confidential given the nature of the information and
circumstances of disclosure. For purposes of These Terms, Service Data shall be deemed
Confidential Information. Notwithstanding the foregoing, Confidential Information shall not
include any information which (a) was publicly known and made generally available in the
public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly
known and made generally available after disclosure by the disclosing party to the receiving
party through no action or inaction of the receiving party; (c) is already in the possession of the
receiving party at the time of disclosure by the disclosing party as shown by the receiving
party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party
from a third party without a breach of such third party’s obligations of confidentiality; (e) is
independently developed by the receiving party without use of or reference to the disclosing
party’s Confidential Information, as shown by documents and other competent evidence in the
receiving party’s possession; or (f) is required by law to be disclosed by the receiving party,
provided that the receiving party shall, to the extent legally permitted, give the disclosing party
written notice of such requirement prior to disclosing so that the disclosing party may seek a
protective order or other appropriate relief.
Documentation: means any written or electronic documentation, images, video, text or sounds
specifying the functionalities of the Service(s) provided or made available by Us to You or
Your Users through the Service(s) or otherwise.
Order Form: means any service order form or statement of work specifying the Service(s)
subscribed to, particular features and functionalities in the Service(s) that You wish to avail and
the Subscription Term.
Personal Data: means data relating to a living individual who is or can be identified either
from the data or from the data in conjunction with other information that is in, or is likely to
come into, the possession of the data controller.
Processing/To Process: means any operation or set of operations which is performed upon
Personal Data, whether or not by automatic means, such as collection, recording, organization,
storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission,
dissemination or otherwise making available, alignment or combination, blocking, erasure or
destruction.
Sensitive Personal Information means information that relates to an individual’s racial or
ethnic origin, political opinions, religious or philosophical beliefs, trade union membership,
genetic data, biometric data for the purpose of uniquely identifying a natural person, data
concerning health, or data concerning a natural person’s sex life or sexual orientation. It also
includes information about an individual’s criminal offences or convictions, as well as any other
information deemed sensitive under applicable data protection laws.
Service(s): means Our cloud-based strategic financial planning, analytics, forecasting, reporting, and business planning platform, including AI-Assisted Features, integrations, APIs, Software, Documentation, updates, modifications, enhancements, and related services made available by Us over the internet/cloud that help You collaboratively build financial models, connect them to data sources, monitor progress, generate insights, and adjust plans to stay on target.
Service Data: means all electronic data, text, messages, emails, Personal Data, Customer Inputs, prompts, metadata, or other materials, including Personal Data of Users and end users, submitted to the Service(s) by You, Your Users, or through integrations with Third-party Service(s) in connection with Your use of the Service(s).
Software: means software provided by Us (either by download or access through the internet)
that allows You to use any functionality in connection with the Service(s).
Subscription Term: means the period during which You have agreed to subscribe to the
Service(s) specified in the subscription plan or in a relevant Order Form
Third-party Service(s) shall mean third party application(s) or service(s) integrating with the
Service(s) through APIs or otherwise enabled through the Service(s) which require You to have
Your own accounts with such third-party application(s) or service(s) in order to utilize them.
User: means those who are designated users within the Service(s), including an Account
administrator, agents and other designated users.
Website(s) shall mean the websites owned and operated by Us including https://drivetrain.ai/