Terms of Service

Effective date: May 4, 2026. Last updated: May 4, 2026.

These Terms of Service (“Terms”) form a binding agreement between Alerterra LLC, a Delaware limited liability company doing business as Precipiq (“Precipiq,” “we,” or “us”), and the individual or entity using the Precipiq Service (“Customer,” “you,” or “your”). By creating an account, generating an API key, or invoking any Precipiq API endpoint, you accept these Terms on your own behalf and on behalf of any organization you represent. If you do not agree, do not use the Service.

1. Definitions

• Service — the Precipiq AI Consequences Ledger, comprising the Precipiq API at api.precipiq.com, the dashboard at app.precipiq.com, the documentation site at docs.precipiq.com, the marketing site at precipiq.com, and the official SDKs distributed under the package name precipiq.
• Customer Data — AI decision records, financial events, consequence links, liability estimates, and any other data you submit to the Service.
• Documentation — the materials at docs.precipiq.com describing how to use the Service.
• Order — your selection of a subscription plan in the dashboard or a written ordering document signed by both parties.
• Subscription Term — the period for which you have purchased the Service, beginning on the date you first activate a paid plan and renewing automatically as described in section 5.

2. The Service

Precipiq records AI agent decisions you submit, ingests financial events from your connected systems and supported integrations, correlates the two, and surfaces the resulting analytics through the dashboard, API, and forensic export engine. We may add, modify, or remove features over time and will provide reasonable notice of changes that materially reduce the functionality of a paid plan.

3. Account registration and security

You must provide accurate registration information and keep it current. You are responsible for safeguarding your API keys and account credentials, for all activity that occurs through them, and for promptly notifying us at security@precipiq.com if you suspect compromise. API keys can be rotated at any time from the dashboard or via the API; we strongly recommend rotation on personnel changes.

You may authorize individual end users within your organization to use the Service on your behalf. You are responsible for those users’ compliance with these Terms.

4. Customer responsibilities and acceptable use

You agree not to, and will not authorize others to:

• Reverse-engineer, decompile, or attempt to extract the source code of the Service.
• Submit Customer Data in violation of any applicable law, including data-protection law (GDPR, UK GDPR, CCPA / CPRA), export-control law, or sanctions regulations.
• Submit content that infringes intellectual property rights, contains malware, or violates any law.
• Attempt to gain unauthorized access to the Service, to other customers’ data, or to our underlying infrastructure.
• Interfere with the Service’s operation, including by knowingly exceeding documented rate limits, by circumventing security or authentication, or by using the Service to send spam or unsolicited communications.
• Use the Service to build a competing product or to benchmark it without our prior written consent.
• Resell, sublicense, or commercially redistribute the Service without our prior written agreement.

You are responsible for the accuracy, quality, and lawfulness of Customer Data, including for ensuring you have the necessary rights and lawful basis to submit personal data of any third parties contained in it. If we reasonably determine that your use of the Service violates this section, we may suspend the affected functionality on notice; we will work in good faith to restore access once the violation is cured.

5. Subscriptions, fees, and taxes

Paid plans (Starter, Pro, Enterprise) are billed monthly in advance, except where you and we have signed a separate Order specifying annual billing or other terms. Your payment method is charged at the start of each billing period. Subscriptions renew automatically for successive one-month terms unless either party cancels before the start of the next period.

Fees are stated exclusive of all taxes. You are responsible for paying applicable sales, value-added, withholding, or similar taxes, except for taxes on our net income.

You may cancel at any time through the Stripe Customer Portal accessible from your dashboard settings. Cancellation takes effect at the end of the current billing period; you continue to have access through that date. We do not pro-rate cancellations within a billing period and refunds are issued at our reasonable discretion, except where required by law.

We may change pricing for a future Subscription Term with at least thirty (30) days’ notice by email; pricing changes take effect on the start of the next renewal term. If you do not agree to a price change, you may cancel before it takes effect.

Past-due amounts accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum permitted by law. We may suspend the Service for accounts more than thirty (30) days past due after providing notice and a reasonable cure period.

6. Customer Data and intellectual property

Customer Data is and remains your property. You grant us a limited, worldwide, non- exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide the Service to you and to comply with our obligations under these Terms. We will not access, use, or disclose Customer Data except as described in these Terms and in our Privacy Policy.

We will not use Customer Data to train artificial intelligence or machine learning models on behalf of any other customer. We may use de-identified, aggregated statistics derived from operation of the Service (for example, total decision counts across the platform) for capacity planning, product analytics, and benchmarking, provided such statistics do not identify you or your end users.

The Service, the Documentation, and all software, designs, models, and methodology embodied in them are owned by Precipiq or its licensors and are protected by intellectual- property laws. We grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your Subscription Term solely as permitted by these Terms. We reserve all other rights.

If you provide us with feedback or suggestions about the Service, you grant us a perpetual, worldwide, royalty-free license to use that feedback for any purpose without attribution.

7. Privacy and data protection

Our handling of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference. For Customer Data that includes personal data of EU, UK, or California residents, our Data Processing Agreement (available on request from privacy@precipiq.com) governs the processor / controller relationship and incorporates Standard Contractual Clauses where required.

8. Probabilistic estimates and AI output disclaimer

Precipiq provides probabilistic estimates — including liability estimates, consequence-link correlations, and AI P&L attributions — for informational purposes only. These estimates do not constitute legal, financial, accounting, or actuarial advice and must not be relied on as a substitute for advice from qualified professionals. Outputs depend on the quality of Customer Data you submit; they are best-effort and are not a guarantee of any specific outcome. You are solely responsible for decisions made by, or in reliance on, your AI agents, and Precipiq is not the decision-maker.

9. Service availability

We use commercially reasonable efforts to make the Service available. We do not commit to a specific uptime percentage at the Starter or Pro tiers; targeted uptime commitments are offered to Enterprise customers under a separate Service Level Agreement on request.

Planned maintenance windows are announced in advance through status.precipiq.com when scheduled. Emergency maintenance may occur at any time; we will provide as much notice as reasonably possible.

10. Beta and preview features

We may make features available on a “beta,” “preview,” “experimental,” or similar basis. Such features are provided as-is, may change or be removed at any time, are excluded from any uptime commitment, and may not work as described. Use them at your own discretion.

11. Suspension and termination

Either party may terminate these Terms at any time on written notice. We may also suspend or terminate your access immediately if (a) you materially breach these Terms and fail to cure within ten (10) days of notice; (b) your account is more than thirty (30) days past due; (c) we are required by law to do so; or (d) your use of the Service poses an imminent security risk.

On termination, your right to access the Service ends. We retain Customer Data for thirty (30) days following termination to give you a reasonable opportunity to export or request return of your data, after which we delete or anonymize it in accordance with our Privacy Policy and any applicable legal-retention requirement. Sections of these Terms that by their nature should survive termination (including sections 6, 8, 11–14, 17, and 18) survive.

12. Disclaimer of warranties

Except as expressly stated in these Terms, the Service is provided “as is” and “as available.” To the maximum extent permitted by law, Precipiq disclaims all other warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, error-free, secure against every threat, or that all defects will be corrected.

13. Limitation of liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility. Our aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the fees you paid us in the twelve (12) months preceding the event giving rise to the claim or (b) one hundred United States dollars (US$100). The limitations in this section apply to the fullest extent permitted by law, even if a remedy fails of its essential purpose.

These limitations do not apply to (i) your obligation to pay fees, (ii) either party’s indemnification obligations, (iii) your breach of section 4 (acceptable use), or (iv) liability that cannot be excluded under applicable law.

14. Indemnification

By you. You will defend, indemnify, and hold harmless Precipiq and its officers, directors, employees, and agents from and against any third-party claim arising out of or related to (a) your Customer Data, (b) your use of the Service in breach of these Terms, or (c) your violation of any law or third-party right.

By Precipiq. We will defend you against any third-party claim that the Service, used in compliance with these Terms, infringes that third party’s United States intellectual-property right, and we will pay damages finally awarded against you (or amounts we agree to in settlement) for such a claim. Our obligation does not apply to claims arising from (i) Customer Data, (ii) your modification of the Service, (iii) your combination of the Service with anything not provided by us, or (iv) your continued use of an allegedly infringing version after we have provided a non-infringing alternative.

The indemnified party must promptly notify the indemnifying party of any claim, give the indemnifying party sole control of the defense and settlement (provided no settlement admits fault on the indemnified party’s behalf without consent), and reasonably cooperate in the defense.

15. Confidentiality

Each party may have access to non-public information of the other (“Confidential Information”) in connection with these Terms. Confidential Information includes Customer Data, the terms of any Order, and any information identified as confidential or that should reasonably be understood to be confidential. The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least the same care it uses for its own information of like kind (and no less than a reasonable standard of care), and will not disclose it except to its employees, contractors, and advisors who need to know and are bound by confidentiality obligations at least as strict. Confidential Information does not include information that is publicly available without breach, was independently developed, or is rightfully received from a third party without confidentiality restriction. The receiving party may disclose Confidential Information to the extent required by law, after giving reasonable advance notice (where lawful) so the disclosing party can seek protective treatment.

16. Export controls and sanctions

The Service is subject to United States export-control and sanctions laws. You represent that you are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive United States sanctions, that you are not on any United States government list of restricted parties, and that you will not use the Service to export, re-export, or transfer the Service to any sanctioned destination or restricted party.

17. Force majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, government action, internet or infrastructure outages, or pandemics. The affected party will use reasonable efforts to mitigate the impact and to resume performance.

18. Governing law and dispute resolution

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

Before filing a formal action, the parties will attempt in good faith to resolve any dispute through written notice and a thirty (30) day informal-resolution period, with notices delivered to legal@precipiq.com for Precipiq and to the email address on file for you. If the dispute is not resolved during that period, the state and federal courts located in New Castle County, Delaware, will have exclusive jurisdiction over any action arising out of or related to these Terms, and the parties consent to personal jurisdiction and venue in those courts.

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION ARISING OUT OF OR RELATED TO THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY LAW.

19. Changes to these Terms

We may update these Terms from time to time. We will provide at least thirty (30) days’ notice of material changes by email to administrators of active organizations and by a notice in the dashboard. Continued use of the Service after the effective date of the change constitutes acceptance. If you do not agree to a change, you may cancel your subscription before it takes effect.

20. DMCA notices

If you believe content available through the Service infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act to legal@precipiq.com. The notice must include the information required by 17 U.S.C. § 512(c)(3). We will respond to valid notices in accordance with the DMCA.

21. Notices

We may give notices under these Terms by email to administrators of your organization, by in-product notification in the dashboard, or both. Legal notices may be sent by email to legal@precipiq.com or by mail to: Alerterra LLC, 2810 N Church St #481712, Wilmington, DE 19802, USA.

22. Miscellaneous

• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all our assets. Any non-permitted assignment is void.
• Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.
• No third-party beneficiaries. These Terms do not create any rights in favor of third parties.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be replaced by an enforceable provision that most closely reflects the parties’ original intent.
• No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Order of precedence. If there is a conflict between these Terms and an Order or DPA signed by both parties, the signed document controls for the conflicting term.
• Entire agreement. These Terms, together with the Privacy Policy, the DPA (if applicable), and any signed Order, are the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous understandings.

23. Contact

Questions about these Terms: legal@precipiq.com. Privacy questions: privacy@precipiq.com. Security disclosures: security@precipiq.com.

These Terms are reviewed periodically with outside counsel. The substantive obligations described above reflect our actual operations as of the effective date.