Terms of Service

• Affiliate: an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• AUP: our acceptable use obligations set out in section 3.
• Credits: either credits purchased by Customer or promotional credits provided by Indices to Customer, for use of the Services and which are consumed as the Services are used.
• Customer Content: data, content, materials and other information (including credentials, prompts, instructions, configurations and outputs routing information) provided by you or on your behalf to the Services.
• Documentation: user guides, specifications and policies we make available with the Services.
• Generated Connectors: connectors, blueprints, API definitions, automations, flows, templates and related metadata that are produced, tuned, modified or curated via the Services, including those derived from Prompts or other inputs.
• Outputs: content or results generated by the Services based on Customer Content and your configuration, excluding the Service IP and any third‑party rights or content.
• Prompts: natural‑language or structured instructions, examples, configurations and similar inputs you provide to generate or configure connectors, automations or other features.
• Service IP: the Services and all related software, models, algorithms, connectors, APIs, SDKs, templates, designs, inventions, know‑how, data structures, schemas, usage data, documentation and all intellectual property rights therein.
• Services: our cloud AI automation platform that enables you to connect to and interact with websites and systems as if they were APIs, together with related features and Documentation.
• Task Credentials: authentication information supplied by you for use with third‑party systems to execute the actions you request against third‑party systems.
• Taxes: all taxes, duties, levies and similar, including VAT, but excluding taxes based on our net income, property or employees.

• Registration: You must create an account and keep registration information accurate and up to date. You are responsible for your administrators and authorised users, and for all activities under your account.
• Security: You must keep credentials secure and promptly notify us of any unauthorised access or security incident. We may require multi‑factor authentication.

• Service description: The Services enable configuration of automated interactions with third‑party websites and systems. We are not affiliated with, endorsed by, or an agent of those third parties unless expressly stated.
• Generated Connectors reuse: Generated Connectors may be reused by us and made available to other customers as part of the Services.
• Customer responsibility and compliance: You are solely responsible for (a) your configurations, prompts and use of the Services; and (b) ensuring that your use complies with all applicable laws, regulations and third‑party terms, policies and rules, including without limitation those relating to data protection and privacy, intellectual property, computer misuse, automated access, rate limiting and scraping, and handling of regulated or sensitive data. Customer represents and warrants that it has all rights, licenses and permissions required to operate the Services on the third‑party systems, and to the Customer Content provided to Indices.
• Task Credentials: You represent and warrant that you are authorised to use the Task Credentials, and grant Indices the right to use them to provide the Services per your instructions. You remain solely responsible for the security of your Task Credentials. When Indices uses your Task Credentials per your instructions, you acknowledge and agree that we act solely as your agent, and any interactions with third‑party services are deemed to have been carried out by you, not by Indices.
• Acceptable Use: You must not: (a) use the Services unlawfully or to infringe third‑party rights; (b) attempt to bypass or circumvent technical restrictions, authentication, robots.txt, rate limits, quotas, usage restrictions, protective measures or safety mitigations; (c) interfere with or disrupt the Services or others’ use; (d) upload malware or harmful code; (e) use the Services to process prohibited or high‑risk data (see section 4, Data) without our prior written agreement; (f) resell, sublicense or provide the Services to third parties except as permitted under an Order Form; (g) reverse‑engineer any aspect of the Services or the systems used to provide the Services, except to the extent permitted by law; (h) use the Services or Outputs to train, benchmark, or develop products or services that are substantially similar to or that compete with the Services; (i) extract, mine, harvest or scrape data from the Services or underlying systems other than through the documented functionality or APIs and strictly as permitted by these Terms; (j) buy, sell, lease, transfer, share, or otherwise trade in API keys, credentials or tokens (including those issued by third parties), or use credentials not issued to you; or (h) use the Services to process health information protected under HIPAA, unless you have signed a Business Associate Agreement (BAA) with Indices.
• Third‑party sites and content: Third‑party websites, systems, data and services are not under our control and are provided “as is”. We are not responsible for their availability, accuracy, terms or policies. Access to such third‑party resources may be subject to additional terms. We do not grant you any rights in third‑party content or systems.

• We act as an independent controller for the operation, provision and improvement of the Services, including with respect to Prompts, Generated Connectors, telemetry and usage data.
• We act as your service provider (processor) for the following limited purpose: run arguments, including Task Credentials and any personal data, solely to execute the actions you request against third‑party systems, and the resulting Outputs. Such data is processed in accordance with the Data Processing Addendum (DPA), which is incorporated into these Terms by reference.
• Prompts: Prompts may be used to generate, tune and improve Generated Connectors and features of the Services and may be reused across customers as described in section 3 and section 6. You must not include personal data or secrets in Prompts.
• Regulated/sensitive data: Unless expressly agreed in writing, you must not submit to the Services any special categories of personal data, criminal offence data, health information, cardholder data (PCI), bank account numbers, government identifiers, children’s data, or any other regulated or sensitive data requiring heightened safeguards under applicable law or third‑party terms.
• Security: We implement commercially reasonable technical and organisational measures designed to protect the Services and Customer Content against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. No service can be 100% secure.

• Pricing and billing model: Fees may include (a) usage‑based charges; (b) platform fees; and (c) minimum monthly commitments. Platform fees and any minimum monthly commitments are billed in advance. Usage‑based charges are calculated on a monthly billing cycle unless stated otherwise in an Order Form. We may require Customer to prepay for Services by purchasing credits sufficient to cover Customer's usage.
• Credits: Credits may be (a) purchased by you, or (b) promotional service credits we grant to you. Credits apply against usage‑based charges as the Services are used. Purchased Credits are pre‑paid, consumed as usage occurs, non‑refundable (except where required by law), non‑transferable, and expire one calendar year after purchase. Promotional Credits cannot be applied towards transaction‑based taxes (including VAT), are consumed as usage occurs, are non‑transferable, and expire as indicated at issuance, and may be terminated prior to expiry at our discretion. Unused Credits at expiry are forfeited. All sales of Services, including pre‑paid Services and Credits, are final.
• Credits are not legal tender or currency of any kind and have no cash value.
• You may not sell, assign, transfer, pledge, gift or otherwise trade in Credits; any attempted transfer is void.
• Credits compliance: We may suspend or restrict use of Credits, or terminate remaining Credit balances, to the extent required or permitted by applicable law (including for suspected fraud, abuse or legal compliance).
• Asynchronous usage and arrears: Because billing and metering may be asynchronous, usage may occur without sufficient Credits in your account. You are responsible for such usage and agree that it may be billed in arrears.
• Payment methods and authorisation: You authorise us (and our payment processors) to automatically charge the payment method on file for all applicable fees, Taxes and arrears without further approval.
• Invoices and due date: Where we issue invoices (e.g., for platform fees, minimum commitments or arrears), amounts are due within 14 days of the invoice date unless stated otherwise in an Order Form. Late amounts may accrue interest at the greater of (i) the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 (if applicable), and (ii) 4% per annum above the Bank of England base rate, from the due date until paid.
• Taxes: Fees are exclusive of Taxes, which you must pay in addition at the applicable rate. If you are required by law to withhold taxes, you shall pay such additional amounts so that we receive the full amount we would have received had no withholding been required.
• Suspension for non‑payment: We may suspend or limit the Services if any amount is overdue until paid in full.
• Price changes: Price changes will be effective fourteen days after notice is given, either via the Services or email.

• Except as expressly set forth herein, these Terms does not grant Customer any rights to the Services or Service IP. Customer obtains only a limited right to use the Services, and no ownership rights are transferred to Customer under these Terms.
• Customer Content: As between the parties, you own Customer Content. You grant us and our Affiliates a non‑exclusive licence to use Customer Content to provide, secure, maintain, and improve the Services, to comply with law, and to prevent harm or abuse.
• Outputs: Indices claims no rights on the Outputs generated by you when you execute a run. As between the parties, and subject to your compliance with these Terms and applicable third‑party rights and terms, you own the Outputs generated for you. You are responsible for evaluating the Outputs and ensuring your use complies with law and third‑party rights.
• Generated Connectors: Generated Connectors (including connectors, blueprints, API definitions, automations and templates) form part of the Service IP. We may reuse, modify and make Generated Connectors available across customers without opt‑out. We grant you a limited, non‑exclusive licence during the term to use Generated Connectors made available to you via the Services for your internal business purposes.
• Licence to Prompts: You grant us and our Affiliates an irrevocable, perpetual, worldwide, non‑exclusive, transferable and sublicensable, royalty‑free licence to use, reproduce, host, display, perform, modify, adapt, translate, publish, create derivative works from, distribute and otherwise exploit Prompts and related inputs for the purposes of operating, providing, maintaining, securing and improving the Services (including to generate, train, tune, benchmark and provide Generated Connectors and features across customers). To the extent permitted by law, you waive, and agree not to assert, any moral rights in Prompts against us and our sublicensees.
• Prompts warranties: You represent and warrant that you have all rights, permissions and authority necessary to submit Prompts and grant the above licence, and that our receipt and use of Prompts as permitted here will not infringe, misappropriate or violate any third‑party rights or laws.
• Feedback: If you provide feedback or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty‑free licence to use and exploit it without restriction or obligation.

• Definition: Confidential Information means information disclosed by a party (Discloser) to the other party (Recipient) that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed orally or in writing. Confidential Information does not include information that: (a) is or becomes public without breach; (b) was known to Recipient without restriction before receipt; (c) is received from a third party without breach of any obligation; or (d) is independently developed without use of the Discloser’s Confidential Information.
• Obligations: Recipient must (a) use Confidential Information only to exercise rights and perform obligations under these Terms; (b) protect it using at least reasonable care; and (c) not disclose it to any third party except to its Affiliates, employees, professional advisers and subcontractors who need to know it and are bound by confidentiality obligations no less protective than these.
• Required disclosure: Recipient may disclose Confidential Information to the extent required by law, regulation or court order, provided it, where legally permitted, gives prompt notice and cooperates with reasonable efforts to seek confidential treatment.
• Clarifications: For clarity, Generated Connectors, aggregated or de‑identified usage insights, and Prompts to the extent incorporated into Generated Connectors are not your Confidential Information. Task Credentials and your non‑public business information (other than Prompts used to generate connectors) remain your Confidential Information.

We may use your name and logo to identify you publicly as a customer of the Services, provided that you may opt-out by contacting us. You agree to consider in good faith reasonable requests to provide quotes, references or to participate in public marketing activity (such as case studies or joint announcements).

• Mutual warranties: Each party warrants that it has the power and authority to enter into these Terms and perform its obligations.
• Service disclaimers: The Services, Outputs and Documentation are provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, non‑infringement and quiet enjoyment, and any warranties arising out of course of dealing or usage.
• Beta or preview features may be offered for evaluation only and may be changed or withdrawn at any time. Customer may choose to use them in its sole discretion, and Customer acknowledges that they may not be as reliable or available as generally available Services. Indices will have no liability arising out of or in connection with beta features - use at your own risk.
• No advice: The Services and Outputs do not constitute legal, financial, compliance or other professional advice. You are responsible for reviewing Outputs and decisions made in reliance on them.

• Our indemnity: We will defend and indemnify you against third‑party claims alleging that your authorised use of the Services (excluding Customer Content and third‑party content) infringes a UK patent, copyright, database right or trade mark, and pay damages and costs finally awarded or agreed in settlement. If the Services are found to infringe, we may (at our option) procure the right for you to continue using them, modify them to be non‑infringing, or replace them with equivalent non‑infringing services; if none is reasonably available, we may terminate the affected Services and refund any pre‑paid, unused fees.
• Exclusions: Our indemnity does not apply to claims arising from (a) your configurations, Customer Content or use of the Services in breach of these Terms; (b) combinations with items not provided by us; (c) compliance with your instructions; or (d) third‑party websites, systems or content.
• Your indemnity: You will defend and indemnify us and our Affiliates against third‑party claims and liabilities arising from (a) your misuse of the Services; (b) your breach of law or third‑party terms (including automated access/scraping or data protection obligations); (c) Customer Content, Outputs or your configurations; or (d) your submission of regulated or sensitive data in breach of section 4.
• Procedures: The indemnified party must promptly notify the indemnifying party of the claim, grant full control of the defence and settlement (provided settlements include a full release and no admission of fault for the indemnified party), and provide reasonable cooperation at the indemnifying party’s expense.

• Exclusions: To the fullest extent permitted by law, neither party will be liable for any indirect, special, incidental, punitive or consequential losses, or for loss of profits, revenue, business, goodwill or data, even if advised of the possibility of such damages.
• Cap: Except for the Uncapped Liabilities below, each party’s total aggregate liability arising out of or related to these Terms will not exceed the greater of (a) the amounts paid or payable by you to us for the Services giving rise to the claim in the 12 months immediately preceding the first incident giving rise to the liability; and (b) £10,000.
• Uncapped Liabilities: Nothing in these Terms limits or excludes liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded under applicable law; or (d) your payment obligations for fees and Taxes.

• Suspension: We may suspend or limit the Services immediately if (a) required by law; (b) there is a security risk or harm to the Services or others; (c) you breach the AUP; or (d) amounts are overdue, including where your Credits balance has depleted and is unable to pay for the Services, except where the payment terms do not require prepayment. We will lift a suspension when the issue is resolved.
• Term and termination: These Terms commence on the earlier of the effective date above, the Order Form effective date, or your first use, and continue until terminated. Either party may terminate (a) for material breach not cured within 14 days’ notice; or (b) immediately if the other party becomes insolvent (within the meaning of the Insolvency Act 1986) or ceases to carry on business.
• Effect of termination: Upon termination, your right to access the Services ceases immediately. Sections that by nature should survive will survive, including fees, IP, confidentiality, publicity, indemnities, liability, data restrictions, and general provisions.

We may modify or discontinue features from time to time. For deprecations with material impact, we will endeavor to provide reasonable notice.

You must comply with applicable laws, including export control and sanctions, and anti‑bribery/anti‑corruption laws (including the UK Bribery Act 2010). You represent that you are not subject to UK or other applicable sanctions.

• Assignment: Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice.
• Subcontracting: We may use subcontractors, including cloud and payment providers, and remain responsible for their acts and omissions.
• Force majeure: Neither party is liable for failure or delay caused by events beyond its reasonable control (including internet or cloud failures, strikes, war, epidemics, acts of government, or natural disasters).
• Severability and waiver: If any provision is invalid, the remainder will continue in effect. Failure to enforce a right or insist that you perform any of your obligations under these Terms is not a waiver.
• Notices: Notices must be in writing and sent by email or via the Services dashboard. Our email for legal notices: support@indices.io. Your notice email is the one associated with your account or stated in an Order Form. Notices are deemed given when sent, except notices of breach or indemnity claims, which are deemed received upon confirmation of delivery.
• Third‑party rights: A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
• Entire agreement; order of precedence: These Terms, the Order Form (if any), and any explicitly incorporated policies constitute the entire agreement and supersede prior agreements relating to the Services. In case of conflict, the Order Form prevails over these Terms.
• Interpretation: “Including” means “including without limitation”. Headings are for convenience only.

These Terms and any dispute or claim (including non‑contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with English law. The courts of England shall have exclusive jurisdiction to settle any such dispute or claim.