Aithon Services Agreement
Last Updated: April 10, 2026
This Services Agreement ("Agreement") is entered into as of the date of last signature on the applicable Order Form ("Effective Date") by and between Aithon Tech Inc, a Delaware corporation, having its principal place of business at 228 Park Ave S # 185800, New York, NY, 10003-1502 ("Aithon"); and the customer identified in the Order Form ("Customer" or "you").
For purposes of this Agreement, the term "Agreement" shall collectively include this Services Agreement, together with any and all Order Forms executed by the parties, and any exhibits, schedules, or attachments referenced herein or appended hereto. Within the Agreement, Aithon and Customer are each referred to as a "Party," and collectively the "Parties."
1. Definitions
Any terms defined in the Order Form are incorporated herein.
1.1 "Account"means Customer's account used to access the Services.
1.2 "Account Information"means information about Customer that Customer provides to Aithon in connection with the creation or administration of Customer's Account. Includes names, usernames, phone numbers, email addresses and billing information.
1.3 "Aithon Content" means APIs, proofs of concept, templates, advice, information, programs (including credit programs) and any other Content made available by Aithon and our affiliates related to use of the Services and other related technology. Does not include the Services or Third-Party Content.
1.4 "Content" means software (including machine images), data, text, audio, video, or images.
1.5 "Customer Content" means Content that Customer or any End User transfers to Aithon for processing, storage or hosting by the Services. Does not include Customer Account Information, Metadata, or any Deidentified Information.
1.6 "Deidentified" means information that has been aggregated or deidentified in such a way that it cannot reasonably be used to infer information about, or otherwise be linked to, a particular person or household.
1.7 "End User"means any individual or entity that directly or indirectly through another user (a) accesses or uses Customer Content, or (b) otherwise accesses or uses the Services under Customer's account.
1.8 "Losses"means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees).
1.9 "Metadata" means any data that describes, explains, or provides context regarding other data, Content, or information created, transmitted, stored, or processed by the Services. Includes technical attributes, descriptive information, administrative details, and transactional or operational records. Does not include Personal Information nor the substantive content of the underlying data itself.
1.10 "Order Form" means a written or electronic document executed or accepted by Customer and Aithon that specifies the Services to be provided and any other commercial terms.
1.11 "Services" means the SaaS platform and associated online features and documentation provided by Aithon.
1.12 "Service Level Agreement" means all service level agreements referenced in Section 2.6.
1.13 "Suggestions" means all suggested improvements, changes or feedback on to the Services or Aithon Content that Customer provides to Aithon, including automated feedback.
1.14 "Third Party Content" means Content made available to Customer by any third party on the Services.
1.15 "Term" means the term of this Agreement described in Section 6.1.
1.16 "Termination Date" means the effective date of termination provided in a notice from one Party to the other in accordance with Section 6.
2. Aithon Responsibilities
2.1 General
Customer may access and use Services in accordance with this Agreement. Service Level Agreements may apply to certain Services.
2.2 Third-Party Content
Third-Party Content may be used by Customer at Customer's election. Governed by this Agreement and, if applicable, separate terms and conditions.
2.3 Aithon Security
Aithon will implement reasonable and appropriate measures designed to help secure Customer Content against accidental or unlawful loss, access or disclosure.
2.4 Data Privacy
To the extent Customer provides Personal Information to the Services, the terms of the Data Processing Addendum incorporated as Exhibit A shall apply.
2.5 Notice of Changes to the Services
Aithon may change or discontinue any of the Services from time to time. Will provide at least 12 months' prior notice before discontinuing a material functionality.
2.6 Service Level Agreements
Aithon will provide the Services in accordance with the SLA which is incorporated herein by reference.
2.7 Notice of Changes to the Service Level Agreements
Aithon may change, discontinue or add SLAs, provided that Aithon will provide at least 90 days' advance notice for adverse changes.
3. Customer Responsibilities
3.1 Customer Accounts
Customer will comply with the terms of this Agreement and all applicable laws. Must have an Account associated with a valid email address and a valid form of payment.
3.2 Customer Content
Customer is responsible for Customer Content and will ensure compliance with applicable law.
3.3 Customer Security and Backup
Customer is responsible for properly configuring and using the Services and taking appropriate action to secure their Account and Customer Content.
3.4 Log-In Credentials
For internal use only. Customer will not sell, transfer or sublicense credentials.
3.5 End Users
Customer is responsible for End Users' use of Customer Content and the Services.
4. Fees and Payment
4.1 Fees
Customer shall pay all fees set forth in the applicable Order Form.
4.2 Billing
Fees will be invoiced monthly in advance, unless otherwise specified.
4.3 Due Date
All invoices are due within thirty (30) days.
4.4 Late Payments
Past-due amounts may accrue interest at the rate of 2% per month.
4.5 Taxes
Fees are exclusive of applicable taxes. Customer is responsible for all sales, use, or similar taxes.
4.6 Non-Refundable
Except as expressly provided, all fees are non-refundable.
5. Temporary Suspension
5.1 Generally
Aithon may suspend Customer's right to access the Services if:
- Customer's use poses a security risk to the Services or any third party;
- Customer's use could adversely impact Aithon systems;
- Customer's use could subject Aithon to liability;
- Customer's use could be fraudulent;
- Customer is in material breach of this Agreement;
- Customer is in breach of payment obligations; or
- Customer has ceased to operate in the ordinary course.
5.2 Effect of Suspension
Customer will be responsible for all fees during suspension. Customer is not entitled to service credits during any period of suspension.
6. Term; Termination
6.1 Term
The Term commences on the Effective Date and remains in effect for the Subscription Term and each Renewal Term as set forth in the applicable Order Form.
6.2 Termination
6.2.1 Termination for Convenience. Aithon may terminate this Agreement or an Order Form for any reason, or no reason, by providing at least 30-day written notice prior to the end of the Subscription Term. The Termination Date for any termination under this Section 6.2.1 will be the last day of the current Subscription Term.
6.2.2 Termination for Cause. Either Party may terminate this Agreement if the other Party is in material breach and such breach remains uncured for 30 days after written notice.
6.3 Effect of Termination
Upon termination, all Order Forms terminate. Customer remains responsible for all fees incurred through the Termination Date. Customer will return or destroy all Aithon Content. Customer will have 30 days following the Termination Date to retrieve Customer Content.
6.4 Use after Termination Date
If Customer continues to use the Services after the Termination Date, the terms of this Agreement apply and Customer will pay applicable fees.
7. Proprietary Rights
7.1 Customer Content
Aithon obtains no rights to Customer Content except as provided in this Agreement.
7.2 Adequate Rights
Customer represents that it has all rights necessary to provide Customer Content to the Services.
7.3 Restrictions
Neither Customer nor any End User will reverse engineer, decompile, or resell the Services or Aithon Content.
7.4 Suggestions
Customer irrevocably assigns all rights to Suggestions to Aithon.
7.5 Training
Aithon will not use Customer Content to train the Services unless directed by Customer. Aithon may train on Deidentified Customer Content if directed. Aithon may use Metadata to train and improve the Services.
8. Intellectual Property
8.1 License
Aithon grants Customer a limited, royalty-free, revocable, non-exclusive, non-sublicensable, non-transferrable license to copy and use the Aithon Content during the Term ("IP License").
8.2 License Restriction
Neither Customer nor any End User will use the Services or Aithon Content for any purpose other than as expressly permitted under this Agreement.
9. Disclaimer
9.1 The Services and Aithon Content are provided "as is." Aithon and our affiliates and licensors make no representations or warranties of any kind, and disclaim all warranties including merchantability, fitness for a particular purpose, and non-infringement.
10. Indemnity
10.1 General
Customer will defend, indemnify, and hold harmless Aithon from Losses arising from Customer's use of the Services.
10.2 Intellectual Property
Customer will defend against intellectual property infringement claims related to Customer Content.
10.3 Process
Indemnification requires prompt written notice and permits the indemnifying Party to control the defense.
11. Limitation of Liability
11.1 Liability Disclaimers
Neither Party will have liability for indirect, special, consequential or exemplary damages, regardless of the form of action.
11.2 Damages Cap
Aggregate liability will not exceed amounts paid by Customer during the 12 months before the liability arose.
12. Miscellaneous
12.1 Assignment
Customer will not assign this Agreement without prior written consent from Aithon. Aithon may assign this Agreement in connection with a merger, acquisition, or to any affiliate.
12.2 Entire Agreement
This Agreement is the entire agreement between the Parties and supersedes all prior agreements and representations.
12.3 Force Majeure
Neither Party will be liable for delays or failures in performance caused by circumstances beyond its reasonable control.
12.4 Governing Law
This Agreement is governed by the laws of the State of New York. Each Party consents to the exclusive jurisdiction of the state and federal courts located in New York.
12.5 Independent Contractors
The Parties are independent contractors. This Agreement does not create an agency, partnership, or joint venture.
12.6 Confidentiality
Customer may use Aithon Confidential Information only in connection with the Services and as permitted by this Agreement.
12.7 Publicity
Customer will not issue any press releases or public statements about this Agreement without Aithon's prior written consent.
12.8 Notice
12.8.1 To Customer:Aithon may provide notice by posting on the website or by emailing the address associated with Customer's Account.
12.8.2 To Aithon: Customer may provide notice by contacting customers@aithon.ai.
12.9 No Third-Party Beneficiaries
This Agreement does not create any third-party beneficiary rights.
12.10 No Waivers
The failure by either Party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
12.11 Severability
If any portion of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
12.12 Modifications to the Agreement
Aithon may modify this Agreement at any time by posting a revised version on the Aithon website.
Exhibit A — Data Processing Addendum
The Data Processing Addendum is incorporated by reference. For the full DPA, contact customers@aithon.ai.