Acre Via Terms and Conditions

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These Research Preview Terms and Conditions ("Terms") form a legally binding agreement between Vanderbilt, LLC and its Affiliates ("Acre", "we", "us") and you and the legal entity you represent ("Customer", "you") in respect of your access to and use of Acre Via, a pre-release AI assistant for the One Acre platform and the first expression of Acre Intelligence (the "Research Preview"). The Research Preview is offered to selected Acre customers and partners to provide an early look at Acre Via and to gather real-world feedback that will inform the next stage of development. By accessing or using the Research Preview, by clicking "I accept", or by otherwise indicating acceptance, you agree to be bound by these Terms. If you do not agree, you must not access or use the Research Preview.

1. Definitions

In these Terms: "Acre Intelligence" means Acre's long-term AI strategy for security operations, structured as a maturity journey through stages of Assist, Recommend, Orchestrate, Act with Guardrails, and Optimize. "Acre Via" means the pre-release AI assistant feature made available by Acre as part of Acre Intelligence and operating with the One Acre platform, designed to help operators ask questions in natural language, surface insights, generate and refine reports, and navigate workflows; Acre Via is currently at the Assist stage of the maturity journey and is not designed to take autonomous actions on the One Acre platform or any connected system. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. "Customer Inputs" means the data, prompts, and content Customer submits to the Research Preview. "Feedback" means any suggestions, comments, ideas, evaluations, bug reports, or performance data Customer provides to Acre. "One Acre Platform" means the unified Acre security platform with which the Research Preview is designed to operate. "Operator" means a natural person within Customer's organization who is authorized to use the Research Preview. "Outputs" means the responses, summaries, recommendations, classifications, reports, or other results generated by the Research Preview in response to Customer Inputs. Other capitalized terms have the meanings given in these Terms.

2. Acceptance, Eligibility, and License

1. Authority and Eligibility. You represent and warrant that you have authority to bind the Customer. The Research Preview is offered at Acre's sole discretion to selected Acre customers and partners. You may not access the Research Preview if you are located in, ordinarily resident in, or organized under the laws of any country subject to comprehensive sanctions, or if you are a sanctioned or restricted person under applicable trade-control laws.

2. Limited License. Subject to these Terms, Acre grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Term, to access and use the Research Preview solely for Customer's internal evaluation, testing, and feedback.

3. Pre-Release; Capabilities May Change. The Research Preview is a pre-release product designed to gather real-world feedback. Features, functionality, performance, capacity, and availability are intended to evolve and are subject to change, suspension, or discontinuation at any time without notice. Acre makes no commitment that the Research Preview will become a generally available product or that any specific feature will be retained, released, or supported in any future version of Acre Via or Acre Intelligence.

4. Purpose. The Research Preview is provided for research and evaluation only.. Acre Via is designed to support Operators, not to replace them; the Research Preview is at the Assist stage of the Acre Intelligence maturity journey and is not designed to take autonomous actions with any connected system.

3. Acceptable Use and Data Restrictions

1. Prohibited Conduct. Customer shall not, and shall not permit any Operator or other person to:

1. make, or assist in making, any decision based solely or primarily on Outputs that produces legal or similarly significant effects concerning a natural person (including decisions about access, identity, employment, credit, housing, insurance, healthcare, or law enforcement), or that affects physical safety or the integrity of any premises, asset, or system;

2. use the Research Preview in any unlawful, fraudulent, infringing, defamatory, harassing, discriminatory, or otherwise objectionable manner, or to introduce malware or exploits;

3. discover, derive, or extract model weights, training data, system prompts, or other proprietary internals, whether by reverse engineering, model-extraction, prompt-injection, scraping, automated probing, or otherwise;

4. use the Research Preview or Outputs to train, fine-tune, or develop any AI model that competes with Acre or any of its products, including Acre Intelligence;

5. circumvent or interfere with security, content-filtering, audit-logging, or authentication features;

6. make the Research Preview available to any third party except Operators (i.e., Customer's authorized employees and contractors) bound by confidentiality obligations no less protective than these Terms; or

7. use the Research Preview in violation of applicable export-control or sanctions laws.

2. Customer Inputs. Customer is solely responsible for the Customer Inputs and for ensuring all necessary rights, licenses, consents, and lawful bases to submit them. Customer shall not submit to the Research Preview, except as expressly authorized in writing by Acre: (a) personal data within the meaning of EU/UK GDPR or personal information under US, Canadian, or other privacy laws; (b) special category data, sensitive personal information, biometric, health, financial-account, or government-identifier data, or data of children under sixteen (16); (c) data subject to confidentiality obligations to third parties, including customer-deployed product data; (d) information regulated under sector-specific laws (HIPAA, GLBA, FERPA, PCI-DSS); (e) third-party trade secrets; or (f) classified, controlled-unclassified, or export-controlled technical data.

3. Acre's Use of Customer Inputs. Acre will process Customer Inputs solely to provide the Research Preview and to operate, secure, and improve it. Acre will not use Customer Inputs to train any general-purpose, foundation, or third-party generative AI model, and Acre will not transmit Customer Inputs to any third-party AI provider in a manner that allows that third party to train its models on Customer Inputs.

4. De-Identified Data. Acre may collect and use de-identified, anonymized, or aggregated data derived from Customer Inputs and Outputs to operate, evaluate, and improve the Research Preview and Acre's other products and services. Such data is not Customer Confidential Information.

4. AI Outputs, Operator Oversight, and Compliance

1. Nature of Outputs. Customer acknowledges that Outputs may be inaccurate, incomplete, biased, out-of-date, or unsuitable for Customer's circumstances, and may include hallucinated content (assertions that appear plausible but are unsupported by Customer Inputs or by data accessible to Acre Via). Outputs are not statements of fact and are not professional, legal, regulatory, security, financial, or medical advice. Outputs are not security alerts and shall not be relied upon as a substitute for products Acre offers that have their own security functions, alarms, or notifications.

2. Operator Oversight. Customer shall ensure that all Outputs are reviewed by a qualified Operator with appropriate subject-matter expertise before being relied upon or acted upon. Customer is solely responsible for any decisions, actions, or omissions taken in reliance on the Research Preview or any Output. The Research Preview shall not be the sole basis for any decision producing legal or similarly significant effects with respect to a natural person, or for any decision affecting physical safety, security operations, or the configuration or operation of any security system.

3. AI Transparency and No High-Risk Use. Customer acknowledges that the Research Preview is an AI system and shall ensure that Operators interacting with the Research Preview are informed of that fact in accordance with Article 50 of Regulation (EU) 2024/1689 (the "EU AI Act") and equivalent laws. Customer shall not deploy the Research Preview in any context that would constitute a "high-risk AI system" under the EU AI Act, the Colorado AI Act, or comparable laws, including any deployment for biometric identification or categorization, employment decisions, access to essential services, or law-enforcement decision support. Customer is solely responsible for any classification, compliance, transparency, and impact-assessment obligations arising from Customer's use of the Research Preview.

4. Bias and Limitations. Customer acknowledges that the Research Preview may produce biased, inconsistent, or unexpected results, and that the underlying models and capabilities are evolving. Acre makes no warranty regarding the absence of bias or the suitability of the Research Preview for any particular individual, group, site, or use case.

5. Feedback

Customer hereby grants Acre a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, distribute, create derivative works of, publicly display, publicly perform, and otherwise exploit Feedback, in any form and for any purpose, including to develop, market, and sell Acre's products and services, without obligation of attribution, accounting, or compensation. Customer agrees that Feedback is not confidential to Customer and is not subject to any obligation of confidence on Acre's part.

6. Intellectual Property

1. Acre IP. As between the Parties, Acre and its licensors own all right, title, and interest in and to the Research Preview, the Outputs (subject to Section 6.3), and all underlying technology, models, software, and documentation, including all intellectual property rights. Except for the limited license in Section 2.2, no rights are granted to Customer.

2. Customer IP. Customer retains all right, title, and interest in and to the Customer Inputs and Customer intellectual property.  

3. Outputs License. Subject to Customer's compliance with these Terms, Acre grants Customer a limited, non-exclusive, non-transferable license to use the Outputs for Customer's internal evaluation purposes during the Term. All rights not expressly granted are reserved by Acre.

7. Confidentiality and Privacy

1. Confidential Information. "Confidential Information" includes the Research Preview, the Outputs (other than de-identified data), and all non-public information disclosed by Acre to Customer in connection with the Research Preview, including features, performance data, screenshots, demonstrations, roadmap and product concepts, technical specifications, and these Terms.

2. Obligations. Customer shall (a) protect Acre's Confidential Information with at least the same degree of care it uses to protect its own confidential information of like importance and not less than reasonable care; (b) use such information solely to evaluate the Research Preview; and (c) not disclose to any third party except Customer's authorized employees and contractors bound by confidentiality obligations no less protective than these Terms. Customer shall not publish, blog, post on social media, present, demonstrate, benchmark, or comment to the press without Acre's prior written consent.

3. Required Disclosure and Survival. If Customer is required by law to disclose Confidential Information, Customer shall, where legally permitted, give Acre prompt notice and reasonably cooperate. The obligations in this Section survive termination and continue for three (3) years thereafter (and for as long as the information remains a trade secret).

4. Privacy. Acre's processing of personal data is described in the Acre Privacy Notice at acresecurity.com. If Customer wishes to submit personal data to the Research Preview, the Parties shall enter into a separate written Data Processing Agreement. In the absence of such agreement, Customer represents and warrants that Customer has not submitted personal data.

8. Warranties and Limitation of Liability

1. AS IS. THE RESEARCH PREVIEW IS PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND DEFECTS. ACRE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, AVAILABILITY, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ACRE DOES NOT WARRANT THAT THE RESEARCH PREVIEW WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, BE SECURE, OR PRODUCE ANY PARTICULAR OUTPUT.

2. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE RESEARCH PREVIEW, REGARDLESS OF THE LEGAL THEORY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACRE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE RESEARCH PREVIEW SHALL NOT EXCEED ONE HUNDRED US DOLLARS (USD 100). The Parties acknowledge that the Research Preview is provided free of charge and that the limitations in this Section are a fundamental basis of the bargain.

4. Carve-Outs and Mandatory Limits. The limitations in this Section do not apply to Customer's breach of Sections 3, 5, 6, or 7, infringement of Acre's intellectual property rights, indemnification obligations, or gross negligence, willful misconduct, or fraud. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

9. Indemnification

Customer shall defend, indemnify, and hold harmless Acre, its Affiliates, and their respective officers, directors, employees, and agents from and against any claims, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's breach of these Terms; (b) Customer Inputs, including any allegation that Customer Inputs infringe a third party's intellectual property rights, violate privacy laws, or are otherwise unlawful; (c) Customer's use of the Outputs, including any decision made or action taken in reliance on the Research Preview; or (d) Customer's violation of applicable laws.

10. Term, Termination, and Changes

1. Term and Termination. These Terms commence on Customer's first acceptance and continue for ninety (90) Customer may terminate at any time by ceasing all use of the Research Preview and notifying Acre in writing. Acre may suspend or terminate Customer's access, in whole or in part, at any time, with or without cause, with or without notice, and without liability.

2. Effect of Termination. On termination, all rights granted to Customer immediately cease. Customer shall stop using the Research Preview and destroy any local copies of Confidential Information, certifying destruction on Acre's request. Sections 1, 3.4 (de-identified data), 5, 6, 7, 8, 9, 10, and 11 survive.

3. Changes. Acre may modify, update, suspend, or discontinue the Research Preview at any time without notice. Acre may update these Terms from time to time; material changes will be communicated by posting the updated Terms or by notice to Customer. Continued use after the effective date constitutes acceptance. If Customer does not agree, Customer must stop using the Research Preview.

11. Compliance and Export Controls

Customer shall comply with all laws applicable to Customer's use of the Research Preview, including data-protection, AI, cybersecurity, anti-bribery, sanctions, and export-control laws. The Research Preview may be subject to US, EU, UK, and other export-control and sanctions laws. Customer shall not, and shall not permit any third party to, export, re-export, or transfer the Research Preview or any Outputs to any country, person, or entity that is the subject of applicable sanctions or export restrictions.

12. General

1. Governing Law. These Terms are governed by the laws of Delaware, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware, except that Acre may seek injunctive or equitable relief in any court of competent jurisdiction.

2. Assignment and Independent Contractors. Customer shall not assign these Terms without Acre's prior written consent; any purported assignment is void. Acre may assign without restriction. The Parties are independent contractors; these Terms do not create any partnership, joint venture, agency, or employment relationship.

3. Severability, Waiver, Notices. If any provision is held invalid or unenforceable, the remaining provisions continue in full force. Failure or delay in exercising any right is not a waiver; no waiver is effective unless in writing. Notices to shall be sent via electronic mail.

4. Equitable Relief. Customer acknowledges that breach of Sections 3, 5, 6, or 7 would cause irreparable harm for which damages would not be adequate, and that Acre is entitled to seek injunctive and other equitable relief without bond.

Acceptance. By clicking "I accept" or by accessing or using the Research Preview, you confirm that you have read, understood, and agreed to these Terms on behalf of yourself and the Customer entity you represent.

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