Terms of Service

Last Updated: June 17, 2026

These Terms of Service (“Terms”) govern your access to and use of the SID-1 API and related online services (the “Service”) provided by SID Tech Inc. (“SID,” “we,” “us,” or “our”). By creating an account, clicking “I agree” (or any equivalent affirmative button), accessing the Service, or using any API key issued by us, you (and the entity you represent, if any) (“Customer,” “you,” “your”) agree to be bound by these Terms.

PLEASE READ THESE TERMS CAREFULLY. These Terms include important provisions that affect your legal rights, including an agreement to resolve disputes by binding individual arbitration and a waiver of the right to participate in a class action or class arbitration (Section 20). You can opt out of arbitration within thirty (30) days as described in Section 20.

If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and “Customer” refers to that entity.

Enterprise Customers. If you (or the entity you represent) have executed a separate Cloud Service Agreement (a “CSA”) or other written agreement with SID covering your use of the Service, that agreement governs your use of the Service and controls in any conflict with these Terms. These Terms continue to apply to the extent they address matters not covered in your CSA or other written agreement.

Resold and Marketplace Access. If you access the Service through an authorized reseller, distributor, marketplace, or other channel partner (each, a “Channel Partner”), the terms of your agreement with that Channel Partner govern your access to and use of the Service. These Terms do not create a direct contractual relationship between you and SID with respect to that access, except for Sections 7 (Acceptable Use), 12 (AI Outputs; No Reliance), 18 (Limitation of Liability), 19 (Indemnification), 20 (Disputes; Arbitration), and 21 (Governing Law), which apply to all users of the Service regardless of channel.

1. The Service

1.1 Description. SID-1 is an end-to-end retrieval model that returns ranked, relevant documents from Customer-designated corpora in response to natural-language queries, accessed via API. Features include agentic multi-turn search with parallel tool use, hierarchical retrieval, and compatibility with Customer’s existing search infrastructure. SID may modify, add, or remove features of the Service at any time, provided that SID will not materially reduce the general functionality of the Service during any paid Subscription Period.

1.2 Documentation. SID will make API documentation and usage guidelines available at the SID developer portal or its successor URL (the “Documentation”). Customer’s use of the Service must conform to the Documentation.

1.3 Hosting. The Service is hosted on Microsoft Azure infrastructure located in the United States by default. SID and Customer may agree to a different region in a separate written agreement (including in a Data Processing Agreement).

2. Eligibility and Accounts

2.1 Eligibility. To use the Service, you must be at least 18 years old and capable of forming a binding contract. The Service is not directed to children under 13, and SID does not knowingly collect personal information from children.

2.2 Account Registration. You must register an account and provide accurate, current, and complete information. You are responsible for (a) maintaining the confidentiality of your account credentials and API keys; (b) all activities that occur under your account or using your API keys; and (c) promptly notifying SID at security@sid.ai of any unauthorized access or use. SID is not liable for any loss resulting from your failure to comply with this Section 2.2.

2.3 Authorized Users. You may permit your employees, contractors, and other personnel (“Authorized Users”) to use the Service on your behalf, provided that you remain responsible for each Authorized User’s compliance with these Terms.

3. Free Trial

3.1 Trial Eligibility. SID may offer eligible customers a free trial of the Service (the “Trial”). A Trial is offered only under an Order Form executed between SID and Customer, which will specify the duration, usage cap, and any other Trial terms. SID does not offer a Trial through the standard self-serve onboarding flow.

3.2 Conversion to Paid Service. Upon expiration of the Trial period or upon Customer’s consumption of the Trial usage cap, whichever occurs first, Customer’s access will convert to paid use on the terms set forth in the applicable Order Form or, if no Order Form so provides, be suspended pending Customer’s execution of an Order Form for paid use.

3.3 Trial AS IS. The Trial is provided “AS IS” without warranties of any kind. SID may modify or terminate any Trial at any time. The Trial is not transferable.

4. Fees and Payment

4.1 Fees. Customer will pay the fees applicable to Customer’s use of the Service. For self-serve access, SID displays the applicable fees, billing frequency, and any minimum commitment or usage-based charges on the sign-up and Customer dashboard screens, and may update the fees on at least thirty (30) days’ notice (which may be given by email, in-product notification, or posting to the Customer dashboard); Customer’s continued use of the Service after the effective date of the change constitutes acceptance. For enterprise access, fees are set forth in an applicable Order Form (“Fees”). Fees may include a recurring subscription minimum and usage-based charges (for example, per-million-token pricing) and are stated in U.S. Dollars unless otherwise specified.

4.2 Automatic Payment. Customer authorizes SID (and its payment processors) to charge the payment method on file for all Fees and applicable taxes on the billing cycle stated at sign-up. Customer is responsible for keeping its payment method current.

4.3 Taxes. Fees are exclusive of all taxes, levies, and duties (other than SID’s income taxes), and Customer is responsible for paying all such amounts.

4.4 No Refunds. Except as expressly stated in these Terms or required by applicable law, all Fees are non-refundable and all payments are final.

4.5 Price Changes. SID may change the Fees on at least thirty (30) days’ prior notice (which may be given by email or in-product notification). Price changes apply at the start of the next billing cycle following the notice period. Customer’s continued use of the Service after the effective date constitutes acceptance.

4.6 Late Payment. Undisputed past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. SID may suspend the Service for any account with undisputed past-due amounts more than ten (10) days overdue.

5. Customer Inputs, Outputs, and Ownership

5.1 Customer Content. “Customer Content” means all data, queries, prompts, documents, corpora, embeddings, and other materials that Customer or its Authorized Users submit to or make available through the Service (“Inputs”), together with the model responses, rankings, retrievals, citations, and other outputs returned by the Service in response to such Inputs (“Outputs”).

5.2 Customer Ownership. As between Customer and SID, Customer owns and retains all right, title, and interest in and to its Inputs and Outputs. SID claims no ownership interest in Customer Content.

5.3 Limited License to SID. Customer grants SID a non-exclusive, worldwide, royalty-free license to access, process, host, transmit, display, and use Customer Content solely to (a) provide, maintain, and support the Service for Customer; (b) prevent or address service, security, or technical issues; (c) comply with applicable law or a valid legal process; and (d) enforce these Terms.

5.4 Customer Responsibilities. Customer represents and warrants that (a) it has all rights and consents necessary to submit Customer Content to the Service and to authorize SID’s processing of Customer Content under these Terms; (b) Customer Content does not infringe, misappropriate, or violate any third party’s intellectual property, privacy, or other rights; and (c) Customer’s use of Outputs complies with applicable law.

6. No Training on Customer Content

6.1 Non-Training Commitment. SID will not use Customer Content (including Inputs and Outputs) to develop, train, fine-tune, distill, or otherwise enhance any artificial intelligence or machine learning models. This commitment survives termination of these Terms.

6.2 Usage Data. “Usage Data” means data and information about the provision, performance, and use of the Service that does not contain Customer Content (for example, request volumes, latency, error rates, API endpoint usage, and Authorized User identifiers). SID may collect, retain, and use Usage Data for any lawful business purpose, including to operate, secure, monitor, and improve the Service, in each case consistent with the non-training commitment in Section 6.1. SID may disclose Usage Data to third parties only in aggregated or de-identified form that does not identify Customer or any individual.

6.3 Feedback. If Customer provides SID with suggestions, comments, or feedback regarding the Service (“Feedback”), SID may use Feedback without restriction or obligation to Customer. Customer grants SID a perpetual, irrevocable, royalty-free license to use Feedback for any purpose.

7. Acceptable Use

7.1 Prohibited Conduct. Customer will not, and will not permit any Authorized User or third party to:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, architecture, training methods, or other underlying ideas, structure, or algorithms of the Service, the SID-1 model, or any component thereof (except to the extent applicable law prohibits this restriction);

(b) use Inputs, Outputs, or any other information derived from or made available through the Service to train, fine-tune, distill, develop, or improve any of Customer’s or a third party’s artificial intelligence or machine learning model, or any product or service that competes with the Service (“Anti-Distillation”);

(c) probe, scan, or test the vulnerability of the Service; circumvent any authentication, rate limiting, or other access controls; conduct any load, stress, or denial-of-service testing without SID’s prior written consent;

(d) use automated means (other than Customer’s own permitted API calls) to scrape, extract, or harvest data from the Service in violation of the Documentation or rate limits;

(e) access or attempt to access any accounts, systems, or data that Customer is not expressly authorized to access;

(f) use the Service to develop or operate a competing service or product;

(g) resell, sublicense, lease, rent, or otherwise transfer access to the Service to any third party (other than to Authorized Users acting on Customer’s behalf and in accordance with these Terms);

(h) use the Service in connection with any High-Risk Activity (defined as any application in which the failure or unavailability of the Service could reasonably be expected to result in death, serious bodily injury, environmental damage, or critical infrastructure failure — including autonomous vehicles, medical life-support, emergency response, nuclear facility operation, and air traffic control);

(i) use the Service to generate, disseminate, or facilitate content or conduct that violates applicable law, infringes third-party rights, or that promotes, facilitates, or constitutes child sexual abuse material, terrorism, harassment, fraud, the unauthorized practice of regulated professions, or the development of weapons of mass destruction;

(j) submit Customer Content to which Customer does not have all necessary rights, consents, and authorizations; or

(k) use the Service in violation of any applicable export, sanctions, or anti-corruption law.

7.2 Monitoring and Enforcement. SID may monitor use of the Service for compliance with these Terms (including the Anti-Distillation restriction) using metadata, telemetry, and pattern-based detection. If SID identifies use that it reasonably believes violates Section 7.1, SID may, in addition to its other rights and remedies, (a) suspend Customer’s access to the Service in whole or in part with or without notice; (b) revoke or rate-limit API keys; (c) require Customer to certify in writing that it has ceased the violating conduct; and (d) terminate Customer’s account in accordance with Section 16.

7.3 Equitable Relief. Customer acknowledges that any violation of Section 6.1, 7.1(a), 7.1(b), or 7.1(f) may cause SID irreparable harm for which monetary damages are not adequate, and that SID is entitled to seek injunctive and other equitable relief without the need to post a bond or other security, in addition to any other remedies available at law or in equity.

8. Restricted Data

8.1 Restricted Data. Customer will not submit, transmit, or otherwise make available to the Service through Customer’s direct access any “Restricted Data,” which means (a) protected health information or other information regulated by the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”); (b) cardholder data subject to the Payment Card Industry Data Security Standard (“PCI-DSS”); (c) social security numbers, taxpayer identification numbers, driver’s license numbers, passport numbers, or other government-issued identification numbers; (d) financial account numbers, credentials, or routing information; (e) “special categories of personal data” as defined in Article 9 of the GDPR; or (f) any other data subject to heightened legal or regulatory requirements that SID has not agreed in writing to support. This Section 8 does not apply to Customer’s access to the Service through a Channel Partner; Customer’s submission of any data described in this Section 8.1 through a Channel Partner is governed solely by Customer’s agreement with that Channel Partner.

8.2 Operational Safeguard. If SID becomes aware that Customer has submitted Restricted Data to the Service through Customer’s direct access, SID will (a) notify Customer of the apparent submission; (b) where technically feasible, suspend further ingest of the affected data flow; (c) cease access to the affected data other than as necessary to delete or quarantine it; and (d) coordinate with Customer in good faith on appropriate next steps, which may include deletion of the Restricted Data, execution of an applicable addendum (such as a HIPAA Business Associate Agreement), or termination of the affected account. Customer will indemnify SID for any third-party claim arising out of Customer’s submission of Restricted Data in breach of Section 8.1.

8.3 Regulated Customers. Customers requiring HIPAA-compliant processing, processing of Article 9 special categories of personal data, or processing of other regulated data should access the Service through a Channel Partner whose terms expressly permit such processing, or contact SID at legal@sid.ai to discuss alternative arrangements.

9. Privacy and Data Protection

9.1 Privacy Policy. SID’s collection and use of personal information about visitors to its website and account holders is described in SID’s Privacy Policy, available at sid.ai/privacy. By using the Service, Customer acknowledges the Privacy Policy.

9.2 Data Processing Agreement. If Customer submits Personal Data (as defined in applicable data protection laws, including the GDPR and UK GDPR) to the Service, Customer must execute SID’s Data Processing Agreement (the “DPA”). Upon execution, the DPA is incorporated by reference and forms part of these Terms. In the event of any conflict between the DPA and these Terms with respect to Personal Data, the DPA controls.

9.3 Operational Logging. SID retains records of API requests, authentication events, query metadata, response metadata, latency and token-count metrics, and similar operational data in its observability infrastructure for service operations, debugging, security monitoring, abuse detection, and Anti-Distillation enforcement. Consistent with Section 6.1, SID will not use such data to train, fine-tune, distill, or otherwise enhance any AI or machine learning models.

10. Confidentiality

10.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other in connection with the Service that is identified as confidential at the time of disclosure or that the receiving party should reasonably understand to be confidential. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party without confidentiality obligation before disclosure; (c) is received from a third party without confidentiality obligation; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

10.2 Obligations. The receiving party will (a) protect the disclosing party’s Confidential Information using no less than reasonable care; (b) use Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms; and (c) disclose Confidential Information only to its personnel and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this Section 10.

10.3 Compelled Disclosure. The receiving party may disclose Confidential Information to the extent required by applicable law or court order, provided that the receiving party (where legally permitted) gives the disclosing party prompt notice and reasonable cooperation to seek a protective order or other appropriate relief.

11. Service Availability and Support

11.1 Commercially Reasonable Efforts. SID will use commercially reasonable efforts to make the Service available. SID does not warrant that the Service will be uninterrupted, error-free, or available at any specific time. Unless Customer has signed a separate written agreement that includes a service level agreement, the Service is provided without any service level commitment.

11.2 Scheduled and Emergency Maintenance. SID may suspend the Service for scheduled or emergency maintenance, security incidents, or to comply with applicable law. SID will use commercially reasonable efforts to provide advance notice of scheduled maintenance.

11.3 Support. SID provides email-based technical support to Customer’s designated technical contacts at support@sid.ai during U.S. business hours, Monday through Friday, excluding U.S. federal holidays. SID will use commercially reasonable efforts to respond within one business day. SID may offer enhanced support tiers under a separate written agreement.

12. AI Outputs; No Reliance

THE SERVICE USES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING. OUTPUTS MAY BE INACCURATE, INCOMPLETE, BIASED, OR OTHERWISE UNSUITABLE FOR A PARTICULAR USE. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING OUTPUTS BEFORE RELYING ON THEM, AND FOR ANY DECISIONS OR ACTIONS TAKEN IN RELIANCE ON OUTPUTS.

12.1 Not Professional Advice. The Service is not a substitute for professional advice (including legal, medical, financial, or other regulated advice). Customer should not rely on the Service for any purpose where inaccurate or incomplete results could cause harm.

12.2 Human Oversight. Customer is responsible for implementing appropriate human review and oversight of Outputs prior to any use that has legal, financial, medical, or similarly significant consequences for any individual.

13. Beta Features

SID may make pre-release, alpha, beta, evaluation, or experimental features of the Service available to Customer (“Beta Features”). Beta Features are provided “AS IS,” may be modified, suspended, or discontinued at any time, and are not subject to any warranties, support commitments, or service levels otherwise applicable to the Service.

14. Intellectual Property

14.1 SID IP. As between the parties, SID owns and retains all right, title, and interest in and to the Service, including the SID-1 model, model weights, software, documentation, and all related intellectual property rights, and any improvements, modifications, or derivative works of any of the foregoing (whether developed before or after the effective date of these Terms). Except for the limited license granted in Section 1, no license or other rights to the Service are granted to Customer.

14.2 Customer IP. As between the parties, Customer retains ownership of Customer Content as set forth in Section 5.2.

14.3 Marketing Use of Customer Name. SID may identify Customer by name and logo in customer lists and marketing materials. Customer may opt out of this use by emailing legal@sid.ai.

15. Suspension

SID may suspend Customer’s access to the Service, in whole or in part, with or without notice, if: (a) Customer has any undisputed past-due amount; (b) Customer or any Authorized User breaches these Terms (including the Acceptable Use restrictions in Section 7); (c) Customer’s use of the Service poses a security risk to the Service or to other customers; (d) SID is required to do so to comply with applicable law or a valid legal order; or (e) continued provision of the Service would create material liability for SID. SID will use commercially reasonable efforts to give Customer notice of suspension where practicable.

16. Term and Termination

16.1 Term. These Terms begin on the date Customer first accepts them and continue until terminated as set forth in this Section 16.

16.2 Termination for Convenience. Customer may terminate these Terms at any time by closing its account in the SID dashboard or by emailing legal@sid.ai. SID may terminate these Terms or any account for convenience on thirty (30) days’ prior notice.

16.3 Termination for Cause. Either party may terminate these Terms immediately on written notice if the other party (a) materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice; or (b) becomes the subject of a bankruptcy, insolvency, receivership, or similar proceeding.

16.4 Effect of Termination. On termination, Customer’s right to access and use the Service ends. SID will (a) cease providing the Service; (b) delete Customer Content within sixty (60) days, subject to legal retention obligations and SID’s right to retain operational logs in accordance with Section 9.3; and (c) invoice Customer for any accrued and unpaid Fees, which Customer will pay within thirty (30) days. Sections that by their nature should survive (including Sections 4 (for accrued Fees), 5, 6, 7, 8, 10, 12, 14, 17, 18, 19, 20, 21, and 24) will survive termination.

17. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND SID DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SID DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUTPUTS WILL BE ACCURATE, RELIABLE, COMPLETE, OR APPROPRIATE FOR ANY PARTICULAR PURPOSE. CUSTOMER’S USE OF THE SERVICE IS AT CUSTOMER’S SOLE RISK.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

18.1 No Indirect Damages.
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE FORM OF ACTION AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Cap.
EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO SID IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE THOUSAND U.S. DOLLARS (US$1,000).

18.3 Exclusions. The limitations in Sections 18.1 and 18.2 do not apply to (a) Customer’s payment obligations; (b) Customer’s indemnification obligations; (c) either party’s breach of Section 10 (Confidentiality); (d) Customer’s breach of Section 7 (Acceptable Use) or Section 8 (Restricted Data); or (e) liability that cannot be limited under applicable law.

18.4 Essential Purpose. The limitations in this Section 18 will apply even if any limited remedy fails of its essential purpose.

19. Indemnification

19.1 By Customer. Customer will defend, indemnify, and hold harmless SID and its affiliates, officers, directors, employees, and agents from and against all third-party claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Customer Content; (b) Customer’s or any Authorized User’s use of the Service in breach of these Terms (including Sections 7 and 8); or (c) Customer’s violation of applicable law.

19.2 By SID. SID will defend, indemnify, and hold harmless Customer from and against third-party claims alleging that the Service, when used by Customer in accordance with these Terms, directly infringes a U.S. patent, copyright, or registered trademark, or misappropriates a third party’s trade secret. SID has no obligation under this Section 19.2 for claims arising out of (i) Customer Content; (ii) any modification of the Service not made by SID; (iii) any use of the Service in combination with products or services not provided by SID; (iv) Customer’s use of the Service in breach of these Terms; or (v) any open-source component made available under its own license. If SID reasonably believes the Service may be subject to a covered claim, SID may, at its option, (A) procure for Customer the right to continue using the Service; (B) modify or replace the Service to avoid the claim; or (C) terminate the affected portion of the Service and refund any prepaid, unused Fees. This Section 19.2 states SID’s sole liability and Customer’s exclusive remedy for any claim of infringement or misappropriation.

19.3 Procedure. The party seeking indemnification will (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided that no settlement requiring an admission of fault or other material adverse impact on the indemnified party may be made without the indemnified party’s consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party’s expense.

20. Disputes; Binding Arbitration; Class Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH SID THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL. YOU MAY OPT OUT OF ARBITRATION AS DESCRIBED BELOW.

20.1 Informal Resolution. Before initiating arbitration, Customer and SID will attempt in good faith to resolve any dispute informally for at least sixty (60) days after written notice of the dispute. Notice to SID must be sent to legal@sid.ai with the subject line “Dispute Notice.”

20.2 Binding Arbitration. Except for claims expressly carved out in Section 20.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (“Dispute”) will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, or under its Consumer Arbitration Rules if applicable to Customer. The arbitration will be conducted in the English language by a single arbitrator. The seat of arbitration is Wilmington, Delaware, unless Customer is an individual using the Service primarily for personal, family, or household purposes, in which case the seat is the U.S. county in which Customer resides. The arbitrator’s award is final and binding and may be entered as a judgment in any court of competent jurisdiction.

20.3 Class Waiver.
CUSTOMER AND SID EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION OR ARBITRATION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS SECTION 20.3 IS FOUND TO BE UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM WILL BE SEVERED AND PROCEED IN COURT, WHILE ALL OTHER CLAIMS WILL REMAIN IN ARBITRATION.

20.4 30-Day Opt-Out. Customer may opt out of Sections 20.2 and 20.3 by sending written notice to legal@sid.ai within thirty (30) days after first accepting these Terms, with the subject line “Arbitration Opt-Out” and including Customer’s name and account email. Opting out will not affect any other provision of these Terms.

20.5 Carve-Outs. Notwithstanding Sections 20.2 and 20.3, either party may (a) bring an individual action in small claims court for claims within that court’s jurisdiction; (b) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or breach of Section 7.1(a), 7.1(b), 7.1(f), or Section 10; and (c) bring an action to enforce an arbitration award.

20.6 Fees. The AAA’s rules govern payment of arbitration fees. SID will pay the portion of arbitration fees that exceeds the amount Customer would have paid as a court filing fee for an equivalent claim.

21. Governing Law and Venue

21.1 Governing Law. 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.

21.2 Venue for Non-Arbitrable Claims. For any claim not subject to arbitration under Section 20, the parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.

22. Sanctions, Export Controls, and Anti-Corruption

22.1 Compliance. Customer represents and warrants that (a) Customer is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, and Zaporizhzhia regions of Ukraine) (“Embargoed Jurisdiction”); (b) Customer is not identified on, or 50% or more owned or controlled by any party or parties identified on, any U.S. government restricted-party list, including the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the Denied Persons List, Entity List, or Unverified List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security, or the UN Security Council Consolidated List; and (c) Customer will not use the Service in or for the benefit of any Embargoed Jurisdiction or any restricted party.

22.2 Export Controls. Customer will not export, re-export, or transfer the Service or any Output in violation of any U.S. or other applicable export control or sanctions law, including the U.S. Export Administration Regulations and OFAC regulations.

22.3 Anti-Corruption. Customer will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

22.4 Termination for Sanctions Non-Compliance. SID may suspend or terminate Customer’s access immediately and without liability if SID determines, in its reasonable discretion, that continued provision of the Service to Customer would or may violate applicable sanctions or export control laws.

23. Changes to These Terms

SID may update these Terms from time to time. SID will post the updated Terms at sid.ai/terms and update the “Last Updated” date. For material changes, SID will provide Customer with reasonable advance notice (which may be by email or in-product notification) of at least thirty (30) days before the updated Terms take effect, and Customer must affirmatively accept the updated Terms (for example, through a click-through prompt) to continue using the Service. Customer’s continued use of the Service after the effective date of non-material changes constitutes acceptance of those changes.

24. General

24.1 Entire Agreement; Order of Precedence. These Terms (together with any applicable CSA, DPA, and Order Form) constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous communications. In the event of conflict, the order of precedence is: (1) the applicable Order Form; (2) the CSA (if any); (3) the DPA (with respect to Personal Data); and (4) these Terms.

24.2 Assignment. Customer may not assign or transfer these Terms or any rights or obligations under them without SID’s prior written consent. SID may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any non-permitted assignment is void.

24.3 Notices. SID may provide notices to Customer by email to the address associated with Customer’s account, by in-product notification, or by posting to the SID website. Customer must provide notices to SID by email to legal@sid.ai.

24.4 Force Majeure. Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events outside its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, pandemics, internet or utility outages, and third-party service disruptions.

24.5 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

24.6 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

24.7 Severability. If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force and effect.

24.8 No Waiver. A party’s failure to enforce any provision is not a waiver of its right to do so later.

24.9 Government End Users. The Service is “commercial computer software” and the Documentation is “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. Any use, modification, reproduction, or disclosure by the U.S. Government is governed solely by these Terms.

24.10 Headings; Interpretation. Headings are for convenience only. “Including” means “including without limitation.”

24.11 Electronic Acceptance. Customer’s electronic acceptance of these Terms (by checkbox, button click, API key use, or other affirmative action) constitutes a legally binding signature.

25. Contact

SID Tech Inc., 1111B S Governors Ave #6263 Dover, DE 19904, USA. Legal: legal@sid.ai. Support: support@sid.ai. Security: security@sid.ai.