Terms of Service

1. Parties and Acceptance

These Terms of Service (the "Terms") form a legally binding agreement between RENEDOR LLC, a limited liability company organized under the laws of the United Arab Emirates, with its registered office at Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates (the "Company", "we", "us", or "our"), and the person or entity that accesses or uses Eridian ("Customer", "you", or "your").

Eridian is a product of RENEDOR LLC. Eridian is the AI operating system operated by RENEDOR LLC. The contracting party for the Service is RENEDOR LLC, not any other trade name or former entity name.

By executing an Order Form, creating a workspace, clicking to accept these Terms, or otherwise accessing the Service, you agree to these Terms. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" means that organization. If you lack that authority, you must not use the Service.

2. Definitions

In these Terms:

• "Service" means Eridian, including the Eridian Dev, Eridian Legal, Eridian Ops, and Eridian Risk verticals, the workspace, APIs, SDKs, documentation, support, and any related professional services described in an Order Form.
• "Order Form" means an ordering document, online checkout, or other written confirmation executed by Customer and the Company that specifies subscriptions, fees, and any additional terms.
• "Customer Data" means data, prompts, documents, context, metadata, and other content that Customer or its users submit to or through the Service, excluding Company Materials.
• "Output" means content generated by the Service in response to Customer Data, including model completions returned through the Service.
• "Company Materials" means the Service, software, models routed through the Service (to the extent licensed to the Company), documentation, trademarks, and all related intellectual property.
• "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of voting interests.

3. The Service

Eridian is an AI operating system that brings development, legal, operations, and risk work together for financial institutions. The Service includes: (a) the Eridian Dev, Eridian Legal, Eridian Ops, and Eridian Risk verticals; (b) shared institutional controls for context, privacy, data residency, and review; (c) the Eridian workspace; (d) SDKs and API access; and (e) support and onboarding as specified in the applicable Order Form.

The Company may modify the Service, provided that it does not materially reduce core functionality of a paid subscription during the then-current term except as required by law, a model provider, or a security incident. Material reductions will be notified in accordance with Section 20.

The Order Form, these Terms, and the documentation define what is included in a subscription. Marketing pages describe the Service as offered to customers.

4. Eligibility, Accounts, and Security

The Service is offered to businesses and professional users. You must be at least 21 years of age and able to form a binding contract under applicable law. You must not use the Service if you are barred under UAE, UN, EU, UK, or US sanctions or export-control rules, or if you are located in a comprehensively sanctioned jurisdiction.

Customer is responsible for: (a) the accuracy of registration information; (b) maintaining the confidentiality of credentials, API keys, and SSO configuration; (c) all activity under its accounts; and (d) promptly notifying the Company at contact@geteridian.com of any unauthorized access. Customer must implement administrative, technical, and physical safeguards appropriate to its use of the Service, including multi-factor authentication where offered.

5. Subscriptions, Fees, and Taxes

Access to paid features is sold on a subscription basis. Fees, committed capacity, and any usage overages are defined in the Order Form. Unless the Order Form states otherwise, subscription fees are billed monthly in advance, invoices are issued on or about the first day of each billing period, and undisputed amounts are due within thirty (30) days of invoice date (Net-30).

Late amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and the Company may suspend the Service for invoices more than fifteen (15) days overdue after notice. Fees are exclusive of VAT and other taxes. Customer is responsible for taxes imposed on its purchase, other than taxes on the Company's income. Where UAE VAT applies, it will be added in accordance with Federal Decree-Law No. 8 of 2017 and its executive regulations, as amended.

Except as expressly stated in these Terms, the applicable SLA, or mandatory law, fees are non-refundable. Usage overages, if any, are billed in arrears at the rates in the Order Form.

6. Customer Data and Output

Customer retains all right, title, and interest in Customer Data. Customer grants the Company a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely to provide, secure, and support the Service, to prevent abuse, and to comply with law.

As between the parties, Customer owns Output, subject to: (a) the rights of Customer in the underlying Customer Data; (b) the applicable model provider's terms; and (c) third-party rights in any material that Output may reproduce. The Company does not claim ownership of Output.

Customer is solely responsible for Customer Data and for reviewing Output before relying on it in production, legal, credit, trading, or other high-stakes decisions. The Service assists professional users. It does not replace licensed legal, financial, or compliance advice.

7. No Training on Customer Data Without Consent

The Company will not use Customer Data or Output to train, fine-tune, or otherwise improve foundation models, whether operated by the Company or by a third-party model provider, unless Customer has given prior written consent in an Order Form or a separate written instrument. Consent must be specific. Silence, marketing copy, or continued use of the Service is not consent to training.

This restriction does not prohibit: (a) transient inference processing; (b) security, abuse, and fraud detection; (c) aggregating de-identified operational metrics that cannot reasonably identify Customer or a data subject; or (d) processing that Customer expressly enables, such as a Customer-controlled evaluation set.

8. Data Residency

Enterprise customers may select a data residency region for Customer Data at rest, currently including United Arab Emirates, European Union, United States, and Asia-Pacific options described in the documentation and Order Form. Selection pins storage and, where technically available, primary processing for Customer Data at rest to the chosen region.

Residency does not guarantee that every packet remains in-region. Model inference may occur in the region of the selected model provider. Support, billing, authentication, and security monitoring may be processed outside the selected region as described in the Privacy Policy and Subprocessors list. If Customer requires stricter in-region processing, that requirement must be stated in the Order Form and confirmed as technically available.

9. Data Processing Addendum

Where the Company processes personal data on Customer's behalf, the Data Processing Addendum published at /legal/dpa (the "DPA") is incorporated into these Terms. The DPA prevails over these Terms on the subject of personal data processing. The Subprocessors list is published at /legal/subprocessors.

10. Model Provider Terms

The Service may route inference requests to hosted model providers listed on the Subprocessors page, currently OpenAI and Google for GPT and Gemini. Customer may also configure a provider URL that Customer operates (local models, a private provider, or bare metal). That endpoint is Customer's system, not a Company subprocessor. When a request is routed to a hosted model provider, that provider's terms, acceptable use rules, and data-use terms apply to the inference processing, in addition to these Terms.

The Company will use commercially reasonable efforts to notify Customer of material changes to model provider terms that, in the Company's reasonable judgment, materially affect Customer's use of the Service. Customer is responsible for ensuring that its prompts and use cases are permitted under the selected provider's rules.

11. Acceptable Use

Customer shall not, and shall not permit any user or third party to:

• Use the Service in violation of applicable law, including UAE criminal law, anti-money laundering, counter-terrorist financing, sanctions, export control, data protection, or intellectual property law.
• Submit Customer Data that Customer does not have the right to process, including personal data without a lawful basis, or special-category data except as permitted in the Order Form and DPA.
• Attempt to discover model weights, bypass PII redaction, residency, rate limits, authentication, or other technical controls, or probe the Service except through documented APIs under Customer's own credentials.
• Use the Service to develop, train, or improve a competing foundation model or inference orchestration product, other than evaluating the Service for Customer's internal procurement.
• Interfere with other customers, resell the Service except under a written partner agreement, or present Output as unreviewed legal, medical, credit, or investment advice to consumers.
• Upload malware, or use the Service to generate or disseminate content that is exploitative of minors, that facilitates violent crime, or that the Company reasonably determines is otherwise prohibited.

12. Intellectual Property

The Service, including all software, algorithms, designs, documentation, and trademarks, is owned by RENEDOR LLC and its licensors. Except for the limited rights expressly granted in these Terms, no license is granted by implication or estoppel. Eridian and related marks are trademarks of RENEDOR LLC.

Customer grants the Company a royalty-free license to use Customer feedback, suggestions, and usage statistics to operate and improve the Service, provided the Company does not identify Customer in publicity without consent and does not use Customer Data to train foundation models except as permitted in Section 7.

If the Company reasonably believes the Service infringes a third-party IP right, it may modify the Service, obtain a license, or terminate the affected portion and refund prepaid unused fees for that portion.

13. Confidentiality

Each party may receive non-public information of the other ("Confidential Information"). Customer Data is Customer's Confidential Information. Company Materials, pricing, and security documentation are the Company's Confidential Information. The receiving party shall protect Confidential Information using at least reasonable care and shall not disclose it except to personnel and professional advisers who have a need to know and are bound by confidentiality obligations no less protective.

Confidentiality obligations do not apply to information that is public through no breach, independently developed, rightfully received from a third party, or required to be disclosed by law, provided the receiving party gives prior notice where legally permitted.

14. Warranties and Disclaimers

The Company warrants that: (a) it has the right to provide the Service; (b) the Service will perform materially in accordance with the documentation during the subscription term; and (c) it will provide the Service in a professional manner. Customer's exclusive remedy for a breach of subsection (b) is re-performance or, if the Company cannot cure within thirty (30) days after notice, termination of the affected Service and a refund of prepaid unused fees.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND OUTPUT ARE PROVIDED "AS IS." THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY THE UNITED ARAB EMIRATES LAW. THE COMPANY DOES NOT WARRANT THAT OUTPUT IS ACCURATE, COMPLETE, OR APPROPRIATE FOR ANY PARTICULAR LEGAL, REGULATORY, OR COMMERCIAL DECISION.

15. Indemnity

The Company shall defend Customer against third-party claims that the Service (excluding Customer Data, Output, and model-provider models) infringes a patent, copyright, or trademark, and shall pay damages and costs finally awarded, provided Customer gives prompt notice, reasonable cooperation, and sole control of the defense. This indemnity does not apply to claims arising from combination with non-Company materials, Customer's breach, or use after the Company has notified Customer to stop.

Customer shall defend and indemnify the Company against third-party claims arising from Customer Data, Customer's use of Output, Customer's violation of law or these Terms, or Customer's combination of the Service with Customer systems, except to the extent caused by the Company's material breach.

16. Limitation of Liability

SUBJECT TO THE REMAINDER OF THIS SECTION, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE FIRST CLAIM.

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

The caps and exclusions in this Section do not apply to: (a) Customer's payment obligations; (b) a party's infringement or misappropriation of the other party's intellectual property; (c) Customer's breach of Acceptable Use; (d) a party's fraud or willful misconduct; or (e) liability that cannot be limited under applicable UAE law, including liability for personal injury caused by negligence where such limitation is prohibited.

Service credits under the SLA are Customer's sole and exclusive remedy for unavailability or latency failures described in the SLA.

17. Term, Suspension, and Termination

These Terms remain in effect for the subscription term in the Order Form and renew as stated there, or month-to-month if no term is stated. Either party may terminate for material breach if the breach is not cured within fifteen (15) days after written notice (five (5) days for non-payment).

Customer may terminate for convenience by providing thirty (30) days' written notice, unless the Order Form states a committed term, in which case fees for the committed term remain payable. The Company may suspend the Service immediately if Customer's use poses a security risk, violates Acceptable Use, or is required by law. The Company will restore access promptly after the condition is resolved.

Upon termination, Customer shall stop using the Service. The Company shall make Customer Data available for export for thirty (30) days, then delete it from production systems except for backups retained for a limited period and information the Company must retain by law or for dispute resolution. Sections that by their nature should survive (including IP, confidentiality, disclaimers, liability, indemnity, and governing law) survive termination.

18. Governing Law and Dispute Resolution

These Terms, the Order Form, the DPA, and any dispute arising out of or relating to them are governed by the federal laws of the United Arab Emirates and the laws of the Emirate of Dubai, without regard to conflict-of-law rules that would refer the matter to another forum.

The parties submit to the exclusive jurisdiction of the onshore courts of Dubai, United Arab Emirates. Each party consents to service of process by internationally recognized courier to the addresses in the Order Form or, if none, to Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates for the Company.

The Company's registered office is in Dubai Silicon Oasis, Dubai, United Arab Emirates. These Terms are not governed by DIFC law, and the DIFC Courts do not have exclusive or agreed jurisdiction, unless the parties execute a separate written agreement that expressly selects DIFC law or DIFC Courts for a defined matter.

Nothing in this Section prevents a party from seeking interim injunctive relief in any court of competent jurisdiction to protect intellectual property or Confidential Information.

19. Export, Sanctions, and Anti-Bribery

Customer shall not use, export, or re-export the Service except in compliance with UAE, UN, EU, UK, and US export-control and sanctions laws. Customer represents that it is not a sanctioned person and is not 50% or more owned by sanctioned persons.

Each party shall comply with applicable anti-bribery laws, including UAE Federal Decree-Law No. 31 of 2021 (the Crimes and Penalties Law) as it relates to bribery, and shall not offer anything of value to a public official to obtain an improper advantage in connection with the Service.

20. Changes, Notices, and Miscellaneous

The Company may update these Terms by posting a revised version and updating the date above. Material changes will be notified at least thirty (30) days in advance by email or in-product notice. Continued use after the effective date constitutes acceptance, except that for a material adverse change during a paid term, Customer may terminate the affected Service before the effective date and receive a refund of prepaid unused fees.

Notices to the Company must be sent to contact@geteridian.com and to Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates. Notices to Customer may be sent to the admin email on the account. Notices are deemed given on the business day after email transmission, or three (3) business days after courier dispatch.

These Terms, the Order Form, the DPA, the SLA, the Privacy Policy, the Cookie Policy, and the Subprocessors list constitute the entire agreement and supersede prior proposals on the same subject. If there is a conflict, the Order Form prevails, then the DPA (on data protection), then the SLA (on availability), then these Terms. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder remains in effect. Neither party may assign these Terms without consent, except to an Affiliate or in connection with a merger or sale of substantially all assets, provided the assignee is not a competitor of the non-assigning party and is not a sanctioned person. The Company is an independent contractor. There are no third-party beneficiaries except as stated in the DPA for data subjects where required by law.

21. Contact

Questions about these Terms: contact@geteridian.com. RENEDOR LLC, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates.