Policies and legal.

The terms and policies that govern the Sotaire website and private AI platform.

Effective June 25, 2026

Terms of Service

These Terms govern your access to the Sotaire website and your use of the Sotaire on-premise AI platform and related services.

1. Agreement to these Terms

These Terms of Service (“Terms”) are a binding agreement between you and Sotaire, Inc. (“Sotaire,” “we,” “us,” or “our”). By accessing our website at https://sotaire.com or by purchasing, accessing, or using our Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization, and “you” refers to that organization.

If you do not agree to these Terms, do not access or use the Services.

Where you and Sotaire have signed a separate master agreement, Order Form, or Statement of Work covering the Services, that signed agreement controls to the extent it conflicts with these Terms.

2. Definitions

“Services” means the Sotaire on-premise AI platform, agents, related software and documentation, and the planning, installation, configuration, support, and professional services we provide.

“Platform” means the AI software we install and that operates within the Customer’s own network environment.

“Customer” means the organization that purchases the Services under an Order.

“Order” means an Order Form or Statement of Work that references these Terms and describes the scope, deliverables, hardware, timelines, and fees.

“Customer Data” means data processed by the Platform within the Customer’s environment, including prompts, inputs, outputs, and any data the Customer makes available to the Platform.

“Authorized Users” means the Customer’s employees and contractors permitted by the Customer to use the Services.

3. The Services

Sotaire provides a single-tenant AI platform that runs entirely inside the Customer’s network. The Platform is installed on hardware located in the Customer’s environment, is tailored to the Customer’s organization and compliance requirements, and includes human-in-the-loop controls that pause for human approval before consequential actions.

Because the Platform operates on-premise, Customer Data remains within the Customer’s network and is not transmitted to Sotaire in the ordinary course of operation. Sotaire may collect limited operational telemetry only as described in the applicable Order and only with the Customer’s configuration and consent.

We may modify, enhance, or discontinue features of the Services from time to time, provided we will not materially reduce the core functionality of a Platform deployment during a paid term without the Customer’s consent.

4. Orders, Scope, and Setup

Services are provided under one or more Orders that reference these Terms. Each Order describes the scope, deliverables, hardware, timelines, and fees. We perform planning, installation, and configuration as described in the applicable Order.

The Customer agrees to provide reasonable and timely access, facilities, network connectivity, personnel, and cooperation needed to deliver the Services. Delays caused by the Customer’s failure to provide such cooperation may extend timelines and are not Sotaire’s responsibility.

5. Authorized Users, Accounts, and Security

The Customer is responsible for its Authorized Users’ compliance with these Terms and for all activity that occurs under its accounts and within its Platform deployment. You are responsible for maintaining the confidentiality of credentials and for promptly notifying us of any suspected unauthorized use or security incident affecting the Services.

You agree to provide accurate, current, and complete information in connection with your account and Orders.

6. Fees and Payment

Fees are set out in the applicable Order and are due within thirty (30) days of the invoice date unless the Order states otherwise. Fees are non-cancelable and non-refundable except as expressly provided in these Terms or the applicable Order.

Unless stated otherwise, fees are exclusive of taxes, and the Customer is responsible for all sales, use, value-added, withholding, and similar taxes, excluding taxes on Sotaire’s net income. Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend Services on reasonable notice for material non-payment that remains uncured for fifteen (15) days.

7. Customer Data and Ownership

As between the parties, the Customer owns all right, title, and interest in and to Customer Data. The Customer grants Sotaire only the limited rights necessary to provide, support, and improve the Services for the Customer as permitted under these Terms and the applicable Order.

Sotaire does not access Customer Data except where reasonably necessary to provide support, and then only with the Customer’s authorization and subject to the applicable Order and the Data Processing Addendum.

The Customer is responsible for the accuracy, quality, and legality of Customer Data and for obtaining all rights, permissions, and consents needed for its processing by the Platform.

Sotaire will not use Customer Data to train models for the benefit of any third party. Any use of Customer Data to tune or improve a Customer’s own deployment will be governed by the applicable Order.

8. Intellectual Property; Feedback

Sotaire and its licensors retain all right, title, and interest in and to the Platform, software, models, documentation, and all improvements, modifications, and derivative works. Subject to these Terms and the applicable Order, Sotaire grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Platform during the term, solely for the Customer’s internal business purposes.

You may not copy, modify, distribute, sell, lease, or sublicense any part of the Services; reverse engineer or attempt to extract source code, model weights, or underlying ideas; or remove proprietary notices, except to the extent these restrictions are prohibited by applicable law.

If you provide suggestions or feedback about the Services, you grant Sotaire a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without restriction or obligation to you.

9. Acceptable Use

Your use of the Services is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. A violation of the Acceptable Use Policy is a material breach of these Terms.

10. Confidentiality

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked or reasonably understood to be confidential, including the Platform, pricing, and Customer Data. The Recipient will protect Confidential Information using at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors with a need to know who are bound by confidentiality obligations at least as protective.

These obligations do not apply to information that is or becomes public through no fault of the Recipient, was lawfully known without restriction, is independently developed, or is rightfully received from a third party. The Recipient may disclose Confidential Information if required by law, provided it gives reasonable advance notice where legally permitted.

11. Data Protection

To the extent Sotaire processes personal data on the Customer’s behalf, the parties will comply with the Data Processing Addendum (“DPA”) referenced in the applicable Order, which forms part of these Terms. Because the Platform operates on-premise, the Customer generally acts as the controller and operator of Customer Data within its own environment.

12. Third-Party and Open-Source Components

The Platform may include third-party or open-source components that are subject to their own license terms. Those terms are passed through to the Customer to the extent required, and in the event of a conflict with these Terms with respect to such components, the applicable third-party or open-source license governs.

13. Warranties and Disclaimers

Sotaire warrants that the Services will be performed in a professional and workmanlike manner consistent with the applicable Order. The Customer’s exclusive remedy for breach of this warranty is re-performance of the deficient Services, or, if we cannot reasonably re-perform them, a refund of the fees paid for the deficient Services.

AI OUTPUTS MAY BE INACCURATE OR INCOMPLETE AND SHOULD BE REVIEWED BY A QUALIFIED HUMAN BEFORE RELIANCE. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND SOTAIRE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

14. Limitation of Liability

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

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply to a party’s indemnification obligations, breach of confidentiality, infringement or misappropriation of the other party’s intellectual property, the Customer’s payment obligations, or liability that cannot be limited under applicable law.

15. Indemnification

Sotaire will defend the Customer against third-party claims alleging that the Platform, as provided by Sotaire and used in accordance with these Terms, infringes a third party’s intellectual property rights, and will indemnify the Customer for amounts finally awarded or settled, subject to the limitations in these Terms.

The Customer will defend and indemnify Sotaire against third-party claims arising from Customer Data, the Customer’s breach of these Terms or the Acceptable Use Policy, or the Customer’s violation of law. The indemnified party will provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying party (subject to its approval of any settlement that imposes obligations on it).

16. Term and Termination

These Terms remain in effect for the duration stated in the applicable Order and any renewal terms. Either party may terminate for material breach that remains uncured thirty (30) days after written notice. Either party may terminate immediately if the other becomes insolvent or subject to bankruptcy proceedings.

Upon termination or expiration, the Customer’s license rights cease, the Customer will stop using the Platform, and each party will, on request, return or destroy the other’s Confidential Information in its possession, except for copies retained as required by law or routine backup, which remain subject to these confidentiality obligations.

17. Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, governmental action, or acts of war or terrorism.

18. Governing Law and Disputes

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, and waive any objection to venue in those courts, unless an Order specifies binding arbitration.

Each party waives any right to a jury trial to the extent permitted by law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. General

Assignment: Neither party may assign these Terms without the other’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, on notice to the other party.

Entire Agreement: These Terms, together with the applicable Order and any referenced policies and addenda, are the entire agreement between the parties and supersede all prior or contemporaneous understandings on the subject.

Severability and Waiver: If any provision is held unenforceable, the remaining provisions remain in effect, and no failure to enforce any right is a waiver of it.

Notices: Legal notices to Sotaire must be sent to legal@sotaire.com; notices to the Customer may be sent to the contact on the applicable Order.

Independent Contractors: The parties are independent contractors, and these Terms create no agency, partnership, or joint venture.

Survival: Provisions that by their nature should survive termination (including ownership, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) survive.

20. Changes to these Terms

We may update these Terms from time to time. Material changes will be posted on this page with an updated effective date and, where required, we will provide additional notice. Changes do not apply retroactively and, for active paid Orders, take effect on renewal unless required earlier by law. Continued use of the Services after changes take effect constitutes acceptance.

21. Contact

Questions about these Terms can be sent to legal@sotaire.com.

These policies are provided for transparency and convenience. They do not constitute legal advice or create an attorney–client relationship. Please have qualified counsel confirm them before relying on them.