Terms of Service

1. Agreement

Arka Intelligence is a MSMM Engineering product. These Terms of Service (“Terms”) are a binding agreement between MSMM Engineering (“MSMM”, “we”, “us”) and the entity or person agreeing to them (“you”, “Customer”). By accessing or using the Arka Intelligence platform (the “Service”), you accept these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind it.

Where a signed master agreement exists between you and MSMM, that agreement controls to the extent it conflicts with these Terms.

2. The Service

MSMM provides a hosted platform for search, retrieval, and AI-assisted analysis over content you supply — documents, structured data, and, where you connect them, email mailboxes and calendars. Features, capacity, and support levels are as described in your order or plan.

We may modify, add, or discontinue features. We will not materially degrade core functionality during a paid term without notice and, where the degradation is material, an opportunity to terminate for the unused portion of prepaid fees.

3. Accounts, access, and security

• You must provide accurate registration information and keep it current.
• You are responsible for all activity under your accounts and API keys.
• You must safeguard credentials. Do not share passwords or API keys; enable multi-factor authentication where offered; revoke access for departed users promptly.
• Notify us immediately at contact@msmmeng.com if you suspect unauthorized access.
• You are responsible for the acts and omissions of your users and for ensuring they comply with these Terms.

MSMM is not liable for loss arising from your failure to safeguard credentials, from access obtained using valid credentials of your users, or from configuration choices you make within the Service.

4. Customer Data and license

“Customer Data” means content you or your users submit to or connect to the Service, including documents, mailbox content, and prompts.

• You own Customer Data. These Terms transfer no ownership of it to us.
• You grant MSMM a limited, non-exclusive, worldwide, royalty-free license to host, copy, transmit, index, embed, display, and process Customer Data solely to provide, secure, and support the Service for you, and as further described in our Privacy Policy.
• We do not use Customer Data to train, fine-tune, or improve generalized AI or machine learning models.
• You represent that you have all rights and consents necessary to submit Customer Data and to authorize the processing described here, including any consent required from your own users or from individuals whose personal data appears in mailboxes you connect.
• Where MSMM processes personal data on your behalf, the parties will comply with the Data Processing Addendum, which is incorporated into these Terms by reference and forms part of this agreement. Where the DPA conflicts with these Terms as to the processing of personal data, the DPA prevails.

5. Acceptable use

You will not, and will not permit any user to:

1. Violate law, infringe third-party rights, or breach a duty of confidentiality;
2. Connect a mailbox or submit data you lack authority to connect or submit;
3. Upload malware, or attempt to gain unauthorized access to the Service, other tenants, or underlying infrastructure;
4. Probe, scan, load-test, or penetration-test the Service without our prior written consent;
5. Reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, models, architecture, or trade secrets, except to the extent that restriction is unenforceable under applicable law;
6. Build or assist in building a competing product or service using the Service, its outputs, or observations of its behavior;
7. Resell, sublicense, or provide the Service to third parties except as expressly permitted;
8. Remove or obscure proprietary notices;
9. Use the Service to make automated decisions with legal or similarly significant effects on individuals without adequate human review;
10. Exceed documented rate limits or circumvent technical restrictions.

We may suspend access without notice to protect the Service, other customers, or third parties, or where required by law. We will restore access promptly once the cause is resolved.

6. Third-party services

The Service interoperates with third-party providers, including Google, Microsoft, and cloud and AI infrastructure providers.

• Your use of a connected provider is governed by that provider’s terms and privacy policy.
• We do not control those services. MSMM is not responsible or liable for the availability, performance, security practices, acts, omissions, data handling, or breaches of any third-party provider, including any compromise originating in your mail provider’s systems or in your own accounts with them.
• A provider may change, restrict, deprecate, or revoke API access at any time. If that impairs a feature, we will use commercially reasonable efforts to adapt, but such changes are not a breach of these Terms.

7. Fees

Fees, invoicing, and payment terms are as set out in your order form or plan. Unless stated otherwise: fees are non-refundable, exclusive of taxes, and payable within 30 days of invoice. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law. We may suspend the Service for non-payment after 10 days’ written notice.

8. Intellectual property

8.1 Our intellectual property

The Service — including its software, models, architecture, data pipelines, retrieval and indexing methods, user interfaces, documentation, and all improvements — is and remains the exclusive property of MSMM and its licensors. These Terms grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term, and nothing more. All rights not expressly granted are reserved.

8.2 Patent pending

Nothing in these Terms grants you, expressly or by implication, estoppel, or otherwise, any license under any MSMM patent or patent application, other than the limited right to use the Service as delivered. You will not practice any claimed invention outside the Service, nor assist others in doing so.

8.3 Trade secrets and confidential methods

The Service’s retrieval, indexing, ranking, and orchestration methods are MSMM trade secrets, maintained as confidential and protected under Section 12 and Sections 5(5)–(6). Your access to the Service conveys no right to study, extract, replicate, or disclose those methods.

8.4 Feedback

If you send us suggestions or feedback, you grant MSMM a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or compensation.

8.5 Output

Subject to your payment of applicable fees, as between you and MSMM you own the outputs the Service generates for you from your Customer Data. Outputs are generated by statistical models: they may be inaccurate, incomplete, or misleading, and you are responsible for reviewing them before relying on them. Similar outputs may be generated for other customers, and we retain all rights in the underlying models and Service.

9. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, MSMM DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, MSMM does not warrant that the Service will be uninterrupted, timely, secure, or error-free; that results, answers, citations, or classifications will be accurate or complete; that data will not be lost or corrupted; or that defects will be corrected.

The Service is not a system of record and is not a substitute for professional judgment. Do not rely on it as the sole basis for engineering, legal, financial, medical, or safety-critical decisions. You are responsible for maintaining independent backups of Customer Data.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.
2. MSMM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (a) THE FEES YOU PAID OR OWED TO MSMM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) FIFTY THOUSAND UNITED STATES DOLLARS (US $50,000).
3. These limits apply in the aggregate across all claims, regardless of the number of incidents.

Exceptions. The limitations above do not apply to: (a) your payment obligations; (b) your indemnification obligations under Section 11; (c) either party’s gross negligence or willful misconduct; (d) either party’s breach of confidentiality obligations; or (e) any liability that cannot be excluded or limited under applicable law.

The parties agree these allocations are a reasonable and essential basis of the bargain, are reflected in the pricing, and apply even if a limited remedy fails of its essential purpose.

11. Indemnification

By you. You will defend, indemnify, and hold harmless MSMM and its officers, directors, employees, and agents from any third-party claim, and any resulting losses, damages, liabilities, settlements, and reasonable attorneys’ fees, arising from: (a) Customer Data, including any claim that it infringes or misappropriates a third party’s rights or that you lacked authority or consent to submit or connect it; (b) your or your users’ use of the Service in violation of these Terms or applicable law; (c) your failure to obtain required consents from your users or from individuals whose data you connect; or (d) your security failures, including compromised credentials.

By us. MSMM will defend you against any third-party claim that the Service, as provided by MSMM and used in accordance with these Terms, infringes that party’s United States patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, from modifications not made by MSMM, from combination with items not supplied by MSMM, or from continued use after notice to stop. If the Service becomes, or MSMM believes it may become, subject to such a claim, MSMM may procure the right to continue, modify it to be non-infringing, or terminate the affected portion with a pro-rata refund. This is MSMM’s entire liability and your exclusive remedy for infringement claims.

Each party’s indemnity requires prompt written notice, sole control of the defense by the indemnifying party, and reasonable cooperation.

12. Confidentiality

Each party will protect the other’s non-public information disclosed under these Terms with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors bound by comparable obligations. This does not cover information that is public through no fault of the recipient, independently developed, or rightfully received from a third party. Compelled disclosure is permitted with prompt notice where lawful.

13. Term, termination, and effect

These Terms run for your subscription term and any renewals. Either party may terminate for material breach not cured within 30 days of written notice. You may terminate at any time by ceasing use and closing your account; fees already incurred remain payable.

On termination: your access ends; you may export Customer Data for 30 days; after that we will delete it per our Privacy Policy and retention schedule, except where retention is legally required.

Sections 4 (ownership), 8, 9, 10, 11, 12, 14, and this sentence survive termination.

14. Governing law and disputes

These Terms are governed by the laws of the State of Louisiana, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will attempt good-faith resolution for 30 days before commencing formal proceedings. Thereafter, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in the State of Louisiana, and each party consents to personal jurisdiction there.

Each party waives any right to a jury trial and to participate in a class or representative action. Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.

15. General

• Force majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, including provider outages, network failures, and acts of government.
• Assignment. Neither party may assign without the other’s consent, except to a successor in a merger or sale of substantially all assets.
• Publicity. MSMM may identify you as a customer by name and logo unless you opt out at contact@msmmeng.com.
• Notices. To MSMM at contact@msmmeng.com; to you at the address on your account.
• Severability. If a provision is unenforceable, it is modified to the minimum extent necessary and the remainder stays in force.
• No waiver. Failure to enforce is not a waiver.
• Entire agreement. These Terms, the Privacy Policy, any Data Processing Addendum, and your order form are the entire agreement and supersede prior discussions. Terms in your purchase order or vendor portal do not apply.
• Changes. We may update these Terms with at least 30 days’ notice for material changes; continued use after the effective date is acceptance.
• Relationship. The parties are independent contractors. There are no third-party beneficiaries.

16. Contact

MSMM Engineering — Arka Intelligence
Legal and security: contact@msmmeng.com