Terms of service

These terms are an agreement between you and Altitude Software Corporation, a Delaware corporation ("Altitude", "we", "us"). They govern your use of altitude.so and of Altitude, Sherpa and our related services (the "Service"). By using the Service you agree to them.

If you use the Service for an organization, you agree to these terms for it and confirm you have authority to do so; "you" then means that organization. The Service is for businesses and people 18 or older, and is not for personal, household or consumer use.

If you have signed an order form, master services agreement or other written agreement with us, that agreement governs your use of the Service and takes precedence over these terms wherever they conflict. The order form sets your subscription, users, term and fees.

You are responsible for your account, for the users you invite, and for everything done under your account. Keep login details confidential, give us accurate information, and tell us promptly at legal@altitude.so if you believe your account has been compromised.

Subject to these terms and your agreement, we grant you a non-exclusive, non-transferable right to use the Service for your internal business purposes during your subscription. You will not, and will not let anyone else:

• Break the law, infringe anyone’s rights, or upload content you have no right to use.
• Use the Service to create malware, spam, or content that is fraudulent, harassing or abusive.
• Probe, disrupt or overload the Service, or get around its security or usage limits.
• Reverse engineer the Service, except where the law permits it despite this restriction.
• Resell or sublicense the Service, or use it to build a competing product.
• Scrape or extract data from the Service or our site by automated means, except through features we provide.

We may suspend access that we reasonably believe breaks these rules or threatens the Service or other customers, and will tell you when we do unless the law forbids it.

You own the files, chats, prompts and other content you and your users put into the Service, and the outputs the Service produces for you ("Customer Data"). You grant us the rights we need to host, process and display Customer Data solely to provide, secure and support the Service for you.

We do not use Customer Data to train AI models. We handle personal information in Customer Data as your service provider and processor, under our data processing terms, which are available on request. Our privacy policy explains how we handle other personal information.

You are responsible for Customer Data and for having the rights and consents needed to use it with the Service.

Sherpa and other AI features generate outputs automatically. Outputs can be inaccurate, incomplete or out of date, and similar prompts may produce similar outputs for other customers. Review outputs before relying on them. The Service does not provide legal, financial, investment, tax or other professional advice, and you are responsible for decisions you make with it.

The Service can connect to third-party products, such as file storage, email and data providers, that you choose to enable. Your use of them is governed by their terms, and you authorize us to exchange data with them as needed to run the connection. We are not responsible for third-party products.

Fees, billing frequency and payment terms are set in your order form. Unless it says otherwise, fees are invoiced in advance in US dollars, due within 30 days of the invoice date, and non-refundable. Fees exclude taxes, which you are responsible for other than taxes on our income. We may suspend the Service if an undisputed invoice is more than 30 days overdue, after giving you notice.

We and our licensors own the Service, the site and everything in them other than Customer Data, including our software, models, designs and trademarks. These terms give you no rights in them beyond the right to use the Service.

If you send us feedback or suggestions, we may use them without restriction or payment to you.

Each party will protect the other’s non-public business, technical and financial information that it receives through the Service with at least reasonable care, use it only to perform under these terms, and share it only with people who need it and are bound to protect it. This does not cover information that is public, already known to the recipient, independently developed, or lawfully received from someone else. A party may disclose information when the law requires, after giving the other party notice where it lawfully can.

We will provide the Service with reasonable skill and care, in line with its documentation, and will maintain the security safeguards described on our security page.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR YOUR ORDER FORM, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE OR ITS OUTPUTS WILL BE ACCURATE, UNINTERRUPTED OR ERROR-FREE.

TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

EACH PARTY’S TOTAL LIABILITY ARISING FROM THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID OR OWED US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US $100 IF YOU HAVE NOT PAID US ANY FEES.

These limits do not apply to your payment obligations, a party’s indemnification obligations, or liability for gross negligence, wilful misconduct or fraud.

We will defend you against any third-party claim that the Service, as we provide it, infringes that party’s intellectual property rights, and pay the resulting damages and costs finally awarded or agreed in settlement. This does not cover claims arising from Customer Data, third-party products, or combining or modifying the Service in ways we did not provide.

You will defend us against any third-party claim arising from Customer Data or from your use of the Service in breach of these terms, and pay the resulting damages and costs finally awarded or agreed in settlement.

The party seeking protection must notify the other promptly, give it control of the defense and settlement, and reasonably cooperate.

These terms apply for as long as you use the Service. Either party may end a subscription as your order form allows, or if the other materially breaches these terms and does not cure the breach within 30 days of notice.

When a subscription ends, your access stops. For 30 days afterwards you may ask us to export your Customer Data; after that we delete it, except for copies the law requires us to keep. Sections that by their nature should survive, including those on fees owed, intellectual property, confidentiality, disclaimers, liability, indemnification and governing law, survive the end of these terms.

These terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules. Each party submits to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising from these terms or the Service, and each party waives any right to a jury trial in such a dispute.

• Entire agreement. These terms, with any order form and the documents they reference, are the whole agreement between us about the Service.
• Assignment. Neither party may assign these terms without the other’s consent, except to a successor in a merger, acquisition or sale of substantially all its assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Export and sanctions. You will comply with US export control and sanctions laws, and will not use the Service in, or for anyone in, an embargoed country or on a restricted-party list.
• Severability and waiver. If any part of these terms is unenforceable, the rest still applies. Not enforcing a right is not a waiver of it.
• Notices. We may send notices to the email address on your account. Send notices to us at legal@altitude.so.

We may update these terms from time to time. We will change the date at the top when we do, and give you reasonable notice of material changes by email or in the Service. Continuing to use the Service after a change takes effect means you accept it. Changes do not affect a signed agreement during its current term.

Questions about these terms can go to Altitude Software Corporation at legal@altitude.so.