Terms of Service

1. Definitions

Throughout these Terms, the following definitions apply:

• "Microve," "we," "us," or "our" refers to Microve, Inc., a Delaware corporation.
• "Client," "you," or "your" refers to the individual or entity accessing our Site or engaging our services.
• "Services" refers to AI consulting, custom AI tool development, and related professional services.
• "Deliverables" refers to the custom AI tools, software, documentation, and other materials created for Client.
• "Client Data" refers to all data, information, and materials provided by Client to Microve.
• "Background IP" refers to pre-existing intellectual property owned by either party before the engagement.

2. Services Description

Microve, Inc. provides custom AI consulting and development services. We build focused AI tools that solve specific business problems based on Client requirements. Our services may include:

• AI strategy consulting and workflow analysis
• Custom AI tool design and development
• Integration with existing Client systems
• Training and documentation
• Ongoing support and maintenance (as specified in Statement of Work)

Specific services, deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work (SOW) executed by both parties.

3. Engagement and Acceptance of Services

3.1 Project Initiation

Each engagement requires:

1. A signed Statement of Work (SOW) detailing scope, timeline, and fees
2. Payment of the deposit as specified in the SOW
3. Provision of necessary access, data, and materials by Client

3.2 Deposits and Payment Terms

A deposit, typically 25-33% of the total project fee, is required before work commences. Deposits are non-refundable once work has begun but will be applied against the final invoice.

Payment terms are net 15 days from invoice date unless otherwise specified in the SOW. Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is less.

Microve reserves the right to suspend services for non-payment.

3.3 Acceptance of Deliverables

Client shall have 10 business days from delivery to review and test Deliverables. If Client does not provide written notice of rejection with specific defects within this period, the Deliverables shall be deemed accepted.

If Deliverables do not conform to specifications in the SOW, Microve will make reasonable corrections at no additional cost.

4. Intellectual Property Ownership

4.1 Client Data Ownership

Client retains all right, title, and interest in Client Data. Microve acquires no ownership rights to Client Data. Client grants Microve a limited, non-exclusive license to use Client Data solely to provide the Services.

4.2 No AI Training on Client Data

4.3 Deliverables Ownership

Upon full payment, all Deliverables created specifically for Client under the SOW shall be the sole property of Client. This includes custom code, documentation, and AI models developed specifically for Client's use.

To the extent any Deliverables do not qualify as works made for hire under applicable law, Microve hereby irrevocably assigns to Client all right, title, and interest in such Deliverables, including all intellectual property rights.

4.4 Background IP

Each party retains ownership of its Background IP. Microve retains ownership of:

• Pre-existing development tools, frameworks, and methodologies
• General programming techniques and know-how
• Reusable code libraries not specifically created for Client

Microve grants Client a perpetual, non-exclusive, royalty-free license to use Microve's Background IP as incorporated in the Deliverables, but not to modify, distribute, or create derivative works therefrom.

4.5 Open Source Components

Microve may use open source software in Deliverables where appropriate. Microve will disclose all open source components and their licenses to Client. Client acknowledges that open source components are subject to their respective license terms.

5. Service Standards and AI Limitations

5.1 Performance Standard

Microve shall use commercially reasonable efforts to develop the AI tools in accordance with the specifications set forth in the applicable SOW. Client acknowledges that due to the probabilistic nature of machine learning, Microve cannot guarantee specific accuracy rates, output quality, or that the AI tools will perform identically across all use cases.

5.2 AI System Limitations

5.3 Human Review Requirement

Client acknowledges that AI outputs should not be relied upon without appropriate human review. Microve recommends implementing human-in-the-loop review processes, especially for high-stakes decisions affecting employment, credit, legal rights, or safety.

Microve is not liable for decisions made or actions taken based on AI outputs without appropriate human review.

5.4 No Guarantee of Results

Microve does not guarantee that the AI tools will achieve specific business outcomes, return on investment, or performance metrics. The success of AI implementation depends on factors outside Microve's control, including data quality, user adoption, and integration with Client's systems.

6. Warranties and Disclaimers

6.1 Limited Warranty

Microve warrants that:

1. Services will be performed in a professional and workmanlike manner
2. Deliverables will conform materially to the specifications in the SOW
3. Microve has the right to grant the licenses and rights provided herein

6.2 Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

MICROVE DOES NOT WARRANT THAT:

• AI outputs will be accurate, complete, or error-free
• The AI tools will be free from bias or discrimination
• The AI tools will achieve specific business outcomes
• The services will be uninterrupted, timely, secure, or error-free
• The results obtained from using the services will be reliable

CLIENT ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF AI TOOLS, INCLUDING THE RISK THAT OUTPUTS MAY BE INACCURATE, BIASED, INFRINGING, OR OTHERWISE INAPPROPRIATE.

7. Limitation of Liability

7.1 Limitation on Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Cap on Direct Damages

EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), MICROVE'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY CLIENT TO MICROVE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) THE AMOUNT PAID FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM.

7.3 Excluded Claims

The foregoing limitations shall not apply to:

• Fraud or willful misconduct
• Gross negligence
• Breach of confidentiality obligations
• Intellectual property infringement by Microve
• Death, bodily injury, or property damage
• Client's payment obligations

7.4 AI-Specific Limitations

Microve is not liable for:

• Hallucinations or factually incorrect AI outputs
• Decisions made by Client based on AI outputs
• Claims arising from Client's misuse of AI tools
• Claims of bias, discrimination, or unfair outcomes resulting from AI use
• Losses arising from Client's failure to implement human review

8. Indemnification

8.1 Indemnification by Microve

Microve shall indemnify, defend, and hold harmless Client from and against third-party claims alleging that the Deliverables, as provided by Microve and unmodified by Client, infringe any valid U.S. patent, copyright, or trade secret right. This indemnification does not apply to claims arising from:

• Client's modification of the Deliverables
• Use of Deliverables in combination with non-Microve products or services
• Client Data or inputs provided by Client
• Microve's compliance with Client's specific instructions or designs
• Use of Deliverables outside the scope of the SOW

8.2 Indemnification by Client

Client shall indemnify, defend, and hold harmless Microve from and against any and all claims arising out of or related to:

• Client's use of AI outputs
• Client Data, including claims that it infringes third-party rights
• Claims of bias, discrimination, or unfair treatment resulting from AI-assisted decisions
• Client's failure to implement required human review
• Client's use of the Services in violation of applicable laws
• Claims arising from Client's modification of Deliverables

9. Confidentiality

Each party agrees to maintain the confidentiality of all proprietary or confidential information disclosed by the other party ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, technical data, trade secrets, know-how, research, product plans, software code, and Client Data.

Each party agrees to:

• Use Confidential Information only for purposes of fulfilling obligations under this Agreement
• Restrict disclosure of Confidential Information to employees, contractors, and advisors who need to know and are bound by confidentiality obligations
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

10. Data Security and Privacy

Microve implements reasonable security measures to protect Client Data. These measures include encryption in transit, access controls, and regular security assessments.

Microve's privacy practices are described in our Privacy Policy. When processing personal data on Client's behalf, Microve acts as a data processor and shall:

• Process personal data only on documented instructions from Client
• Ensure persons authorized to process personal data are bound by confidentiality
• Implement appropriate technical and organizational security measures
• Not engage subprocessors without Client's prior authorization
• Assist Client in responding to data subject requests
• Delete or return all personal data upon termination
• Provide information necessary to demonstrate compliance

11. Term and Termination

11.1 Term

This Agreement commences on the date Client first accesses our Site or engages our services and continues until terminated.

11.2 Termination for Convenience

Either party may terminate a specific SOW for convenience upon 30 days' written notice. Client remains liable for all fees incurred prior to termination.

11.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure within 15 days of written notice
• Becomes insolvent, files for bankruptcy, or ceases business operations

11.4 Effect of Termination

Upon termination:

• Client shall pay all outstanding fees for services performed and expenses incurred
• Microve shall return or destroy all Client Data within 30 days, except where retention is required by law
• Provisions that by their nature should survive termination shall survive, including confidentiality, IP ownership, warranty disclaimers, and limitations of liability

12. Governing Law and Dispute Resolution

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. If Delaware law is found inapplicable, the parties select Nevada law as the alternative governing law.

12.2 Jurisdiction

Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Delaware or Nevada. Each party consents to the personal jurisdiction of such courts.

12.3 Informal Resolution

Before initiating any formal legal proceeding, the parties agree to attempt in good faith to resolve any dispute through informal negotiation. Either party may request a meeting between executives with authority to settle the dispute.

12.4 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, CLIENT AGREES THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

13. General Provisions

13.1 Entire Agreement

This Agreement, together with any SOWs and the Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and communications.

13.2 Amendments

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on our Site and updating the "Last Updated" date. Your continued use of our Site or services after such changes constitutes acceptance of the updated Terms.

13.3 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

13.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.5 Assignment

Client may not assign this Agreement without Microve's prior written consent. Microve may assign this Agreement without restriction. Any attempted assignment in violation of this section shall be void.

13.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship.

13.7 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, or strikes.

13.8 Notices

All notices required under this Agreement shall be in writing and sent to the addresses set forth in the SOW or, for general notices, to support@microve.ai.

13.9 Electronic Communications

By using our Site and services, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

13.10 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. Contact Information