Terms of Service

1. Acceptance of Terms

By accessing or using any ISG service, website, or software (collectively, "Services"), you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" include both you and that organization.

You must be at least 18 years of age and legally capable of entering into a binding contract to use our Services.

2. Services Description

ISG provides enterprise-grade infrastructure and tooling for AI agent deployment, intelligent automation, data processing and intelligence, and AI governance. Our offerings are designed for business and organizational use and are delivered through a combination of software platforms, managed services, professional services, and consulting engagements.

Scope of Services

• Intelligent agent infrastructure: Platforms enabling organizations to deploy, manage, and monitor AI-driven automated agents for business workflows
• Automation capabilities: Tools and integrations for automating repetitive processes, data pipelines, and operational tasks
• Data intelligence: Analytical and processing capabilities for deriving structured insights from unstructured or large-scale data
• Governance and audit tooling: Systems for tracking, auditing, and maintaining compliance of AI operations within an organization
• Professional services: Consulting, implementation, and support services delivered under separate engagement agreements

Specific features, capabilities, and service levels applicable to your account are governed by your subscription plan or engagement agreement. ISG reserves the right to modify, add, or discontinue any feature of the Services at any time with reasonable notice.

3. Account Responsibilities

To access certain Services, you may be required to create an account. You agree to:

• Provide accurate, current, and complete information during registration and keep it updated
• Maintain the confidentiality of your account credentials and not share them with unauthorized parties
• Notify us immediately at security@innovativesystemsglobal.com if you become aware of any unauthorized use of your account
• Accept responsibility for all activity that occurs under your account, whether or not authorized by you
• Not create accounts using automated means or under false pretenses

ISG reserves the right to suspend or terminate accounts that we reasonably believe are being used fraudulently, in violation of these Terms, or in a manner harmful to other users or to ISG.

4. Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You must not:

• Use the Services for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation
• Upload, transmit, or distribute malware, viruses, or any other harmful or destructive code
• Attempt to gain unauthorized access to any part of the Services, related systems, or networks
• Circumvent, disable, or interfere with security-related features or access controls
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any part of our proprietary software
• Use the Services to send unsolicited commercial communications (spam) or to engage in phishing or social engineering
• Scrape, harvest, or systematically extract data from our platform without express written permission
• Sublicense, resell, or transfer access to our Services to any third party without our prior written consent
• Use our Services to develop a competing product or service that replicates ISG's core functionality
• Impersonate any person or entity or misrepresent your affiliation with any person or entity

Violation of these acceptable use requirements may result in immediate suspension or termination of your access to the Services without notice.

5. Intellectual Property

ISG Intellectual Property

All content, software, algorithms, models, user interfaces, designs, documentation, and other materials that constitute or are part of the Services are owned by ISG or its licensors and are protected by applicable intellectual property laws. Nothing in these Terms grants you any ownership interest in ISG intellectual property.

Subject to your compliance with these Terms, ISG grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

Your Data and Content

You retain full ownership of all data, content, and materials you submit to or process through our Services ("Customer Data"). By using the Services, you grant ISG a limited license to process, store, and use your Customer Data solely to provide and improve the Services.

You represent and warrant that you have all rights necessary to submit Customer Data and that doing so does not violate any third-party rights or applicable law.

Feedback

If you provide feedback, suggestions, or ideas about our Services, you grant ISG a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without obligation or compensation to you.

6. Payment Terms

Billing and Invoicing

Fees for our Services are described in your subscription plan, order form, or engagement agreement. You agree to pay all applicable fees in accordance with the payment terms specified therein. All amounts are stated and payable in U.S. dollars unless otherwise agreed in writing.

Payment Methods

We accept payment via credit card, ACH transfer, and other methods specified at the time of purchase. By providing payment information, you authorize ISG or its payment processors to charge applicable fees to your designated payment method.

Taxes

All fees are exclusive of applicable taxes, duties, or levies. You are responsible for paying all taxes associated with your use of the Services, excluding taxes based on ISG's net income.

Refund Policy

Subscription fees are non-refundable except as required by applicable law or as expressly stated in your engagement agreement. If you believe you have been charged in error, contact us at billing@innovativesystemsglobal.com within 30 days of the charge.

Price Changes

ISG reserves the right to modify pricing for the Services at any time. For existing subscribers, price changes will take effect at the next renewal date following 30 days written notice to the email address associated with your account.

Late Payments

Overdue amounts may accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid. We reserve the right to suspend Services for accounts with overdue balances after providing 10 days written notice.

7. Data and Privacy

Your use of our Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand how we collect, use, and protect your information.

For enterprise customers requiring specific data processing terms, a Data Processing Agreement (DPA) is available upon request. Contact us at privacy@innovativesystemsglobal.com to request a DPA.

8. Service Availability

ISG endeavors to provide reliable and highly available Services. However, we do not guarantee uninterrupted, error-free, or 100% uptime for any Service.

• Scheduled maintenance: We will endeavor to provide at least 48 hours advance notice for planned maintenance windows that will affect Service availability
• Emergency maintenance: We may perform unscheduled maintenance to address critical security or stability issues without advance notice
• Third-party dependencies: Our Services may depend on third-party infrastructure and services. Outages or failures of such third parties may affect our Services
• Force majeure: ISG is not liable for unavailability caused by circumstances beyond our reasonable control, including natural disasters, cyberattacks, or government actions

Specific uptime commitments, SLAs, and remedies for downtime, if applicable, are set forth in your enterprise engagement agreement.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

ISG AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ISG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL ISG'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO ISG IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain types of damages. In such jurisdictions, ISG's liability will be limited to the fullest extent permitted by applicable law.

10. Indemnification

You agree to defend, indemnify, and hold harmless ISG and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of or access to the Services in violation of these Terms
• Your violation of any applicable law or regulation
• Your Customer Data, including any claim that your Customer Data infringes or misappropriates third-party rights
• Your breach of any representation or warranty made in these Terms
• Any misuse of the Services by any third party to whom you have granted access

11. Termination

Termination by You

You may terminate your use of the Services at any time by providing written notice to us and ceasing use of your account. Subscription fees already paid are non-refundable unless otherwise specified in your engagement agreement.

Termination by ISG

ISG may suspend or terminate your access to the Services at any time with or without cause. For terminations without cause, we will provide at least 30 days written notice and a pro-rata refund of any prepaid fees for the unused portion of your subscription. For terminations for cause (including breach of these Terms), we may terminate immediately without notice or refund.

Data Export Period

Upon termination, you will have 30 days to export or request export of your Customer Data. After this period, ISG may delete your Customer Data in accordance with our data retention policies. We are not liable for any loss of Customer Data following this period.

Survival

Sections on Intellectual Property, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution shall survive termination of these Terms.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles. You consent to the exclusive jurisdiction of the state and federal courts located in [State] for any dispute that is not subject to arbitration under Section 13.

13. Dispute Resolution

Informal Resolution

Before initiating any formal dispute resolution process, both parties agree to attempt in good faith to resolve any dispute through informal negotiation. Either party may initiate this process by sending written notice to the other party describing the dispute and proposed resolution. The parties will have 30 days from receipt of such notice to attempt to resolve the dispute informally.

Binding Arbitration

If informal negotiation fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [State], and the arbitrator's decision shall be final and binding. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Class Action Waiver

YOU AND ISG AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

14. Changes to Terms

ISG reserves the right to modify these Terms at any time. When we make material changes, we will provide at least 30 days notice before the new terms take effect by:

• Updating the "Effective date" at the top of this page
• Posting a notice on our website
• Sending an email notification to the address associated with your account (for registered users)

If you do not agree to the modified Terms, you must stop using the Services before the effective date of the changes. Your continued use of the Services after the effective date constitutes your acceptance of the updated Terms.

15. Contact

For questions about these Terms of Service, please contact us: