Terms of Service

Last Modified: August 2, 2025

PLEASE READ THESE TERMS CAREFULLY.

Janus AI, Inc. ("Janus," "we," "us," or "our"), makes its AI testing and analysis services available through a cloud-based platform (the "Platform"). These services, together with Support (defined below), website access, and any additional services described in an Order (defined below), are collectively referred to as the "Services."

We may update these Terms of Service (the "Terms") from time to time. When these changes are made, we will make the updated Terms available through the Services. You understand and agree that if you use the Services after the date on which the Terms have changed, your continued use constitutes acceptance of the updated Terms.

DISPUTES ABOUT THESE TERMS OF SERVICE AND THE SERVICES ARE SUBJECT TO BINDING ARBITRATION AS SET FORTH IN THE "MANDATORY ARBITRATION" SECTION BELOW.

1. DEFINITIONS

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to these Terms. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Confidential Information" means all confidential information disclosed by a party or its Affiliates ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present, or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of these Terms. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under these Terms regardless of whether or not it is designated as confidential.

"Customer Data" means all information that you submit, upload, or collect via the Services or make available to us in the course of the services.

"Fee" or "fees" means the amount you pay for the Services.

"Janus Assets" means our Services, work product, documentation, deliverables, copyrights, patents, trademarks, trade names, trade secrets, specifications, technology, software, data, methodologies, changes, improvements, components, and documentation used to provide the Services or made available in connection herewith, and all intellectual property, proprietary rights and underlying source code, object code, and know-how in and to the foregoing.

"Janus Content" means all information, data, text, messages, software, documentation, sound, video, photographs, graphics, and images that we incorporate into our Services.

"Order" refers to our approved order form or subscription process by which you agree to purchase Services.

"Personal Data" means any information relating to an identified or identifiable individual where (a) such information is contained within Customer Data and (b) is protected as personal data, personal information, or personally identifiable information under applicable data protection laws.

"Privacy Policy" means our Privacy Policy available at https://www.withjanus.com/pp, as updated by us from time to time.

"Support" means the technical support we provide for the Services.

"Term" refers to the subscription term on the applicable Order.

"User" means your employees, representatives, consultants, contractors, or agents who are authorized to use the Services for your benefit and have unique user identifications and passwords for the Services.

"You" or "Customer" means the person or entity using the Services and identified in the applicable account record, billing statement, or Order as the customer and your Affiliates included in the scope of your purchase.

"Party" or "Parties" refers to one or both of the parties to these Terms, respectively.

2. ACCEPTANCE OF THESE TERMS

2.1. You acknowledge and agree that you have read, understood, and agree to be bound by these Terms. By accepting these Terms, you represent that you have the legal power to do so, whether on your own behalf or on behalf of an organization. If accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind the organization and you understand and agree that the organization is bound and responsible for ensuring that its Users comply with these Terms. You must be at least 13 years of age (or the minimum age of digital consent in your jurisdiction) to access or use the Services. By using the Services, you represent and warrant that you meet this requirement.

3. USING THE SERVICES

3.1. Access. You are solely responsible for obtaining, configuring, and maintaining all internet access, equipment, and ancillary services necessary to use the Services. You and your Users, if applicable, must keep a secure password for accessing the Services and keep such password confidential. We are not liable for delays, disruptions, or failures caused by your internet provider, network configuration, or other systems. Subject to your compliance with these Terms and timely payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term, solely for your internal business or personal use and in accordance with any usage limitations defined at signup or in your account. You must maintain the confidentiality of all access credentials and prevent unauthorized use of your account. Credentials may not be shared among individuals. You agree to notify us immediately of any unauthorized access or suspected security breach. You are responsible for all activity under your account, whether by you, a User, or a third-party, and whether authorized or unauthorized. We reserve the right to monitor usage of the Services and may suspend or revoke access if we detect a violation of these Terms or misuse of the platform.

3.2. Your Responsibilities. You are responsible for: (i) all access to and use of the Services by you or any Users under your account, and for ensuring compliance with these Terms; (ii) the legality, reliability, accuracy, and quality of all Customer Data submitted to or through the Services, including obtaining all necessary rights, consents, and permissions to allow us to lawfully use, process, and transfer such data under these Terms and applicable law; and (iii) implementing commercially reasonable safeguards to prevent the introduction of viruses, trojans, worms, spyware, or other malicious or harmful code ("Malware") into the Services; and (iv) ensuring that all Users are properly trained and comply with these Terms and any additional acceptable use or security policies that may be provided by us. You further agree not to use the Services in any manner that is unlawful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable, or to engage in conduct that interferes with any other user's access to or enjoyment of the Services.

3.3. Restrictions. You will not, and will not permit or encourage any third-party to: (i) copy, reproduce, modify, translate, or create derivative works based on the Services or any portion thereof; (ii) rent, lease, sell, sublicense, distribute, assign, or otherwise transfer the Services to any third-party; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying structure, or algorithms of the Services (except to the extent such restriction is expressly prohibited by applicable law); (iv) remove, obscure, or alter any proprietary notices or labels contained within the Services; (v) infringe, misappropriate, or violate any intellectual property or proprietary rights of us or our licensors; (vi) introduce or allow the introduction of Malware or other malicious code into the Services; (vii) access or use the Services to build or improve a competitive product or service or for any benchmarking or competitive analysis; (viii) access or use the Services in violation of any applicable law, regulation, or third-party right; (ix) interfere with or bypass any technical or usage restrictions or security measures of the Services; (x) perform any penetration test, denial-of-service simulation, or vulnerability scan without prior written consent; or (xi) use the Services in any manner not expressly authorized by these Terms.

4. CUSTOMER DATA

4.1. Protection of Customer Data. Our collection, use, disclosure, and protection of Customer Data is governed by our Privacy Policy. You acknowledge that you have read, understood, and agree to the practices described in our Privacy Policy. By using the Services, you consent to our use of Customer Data in accordance with these Terms and the Privacy Policy, including for the purpose of delivering and improving the Services, complying with legal obligations, and communicating with you.

4.2. Security. We will implement and maintain administrative, physical, and technical safeguards that are designed to protect the confidentiality, integrity, and availability of Personal Data, as required by applicable law and consistent with our Privacy Policy. These safeguards include measures to protect against unauthorized access, loss, misuse, or alteration of Personal Data in our possession. However, you acknowledge that no method of transmission or storage is completely secure, and we make no guarantees regarding absolute security. If we become aware of a data breach involving Personal Data, we will notify you as required by applicable law and provide reasonable cooperation in connection with any resulting obligations.

4.3. Your Proprietary Rights. As between the Parties, you retain all rights, title, and interest in and to the Customer Data and Customer Content. The term "Customer Content" means all data, inputs, prompts, files, text, or other content submitted to or generated by Customer through the Services, including any outputs or artifacts generated in response to such inputs. These Terms do not grant us any ownership rights in Customer Data. You grant us a limited, non-exclusive, worldwide, royalty-free license to access, use, process, store, transmit, and otherwise handle Customer Data as necessary to provide the Services and as otherwise permitted under these Terms and our Privacy Policy. You represent and warrant that you have all rights, consents, and authority necessary to grant this license and to make Customer Data available to us for the purposes contemplated under these Terms.

Notwithstanding the foregoing, we may use aggregated and de-identified data, and any general knowledge, know-how, or techniques acquired in connection with providing the Product (including through analysis of Customer Content), for purposes of operating, maintaining, and improving its products and services, provided such use does not disclose Customer's identity or confidential information.

4.4. Contact Information. By providing your contact information, you consent to receive communications from us relating to your account, security, support, or use of the Services. These may include emails, calls, and text messages, including via automated means. If you provide a mobile number, we may send SMS messages for account servicing, security alerts, or transactional updates. We will not send marketing texts without your express consent. Message frequency may vary. You can opt out at any time by contacting us. Standard carrier rates may apply. We may also email you about the Services, legal notices, and promotional content. You can unsubscribe from marketing emails using the link provided, but you may still receive service-related communications unless you deactivate your account. Messaging may not be secure. We disclaim liability for any delays, delivery failures, or unauthorized access during transmission.

4.5. Usage Data. We may collect and generate data relating to your access to and use of the Services, including technical logs, device data, IP addresses, browser types, session durations, feature usage metrics, and other interaction-level details (collectively, "Usage Data"). We may also collect similar data about your Users, if applicable. Usage Data is used to operate, maintain, improve, and support the Services, including to monitor performance, ensure security, develop new features, and inform analytics and product decisions. Usage Data will be processed in accordance with our Privacy Policy and will remain our property. Any aggregated or anonymized data will not be re-identified or used to target individual users.

4.6. Retention, Deletion, and Retrieval of Customer Data. Upon termination or expiration of the Term, you may request, in writing and within thirty (30) days, that we either (i) provide temporary access to the Services solely for the purpose of retrieving your Customer Data, or (ii) deliver to you a copy of all Customer Data then in our control. After this thirty-day period, we have no obligation to retain Customer Data and may delete it in accordance with our data retention practices and Privacy Policy. Notwithstanding the foregoing, we may retain Customer Data (a) to the extent required by applicable law or legal process, or (b) as otherwise permitted in our Privacy Policy, including for dispute resolution, enforcement of legal rights, or compliance obligations.

4.7. Third-Party Account Integration. The Services may allow you to link your account with accounts you hold with third-party service providers ("Third-Party Accounts") by granting us access credentials or API permissions. By connecting a Third-Party Account, you represent and warrant that you have the right to disclose the login credentials and grant such access. You authorize us to access, retrieve, and store data from your Third-Party Account, and to display or use such data in connection with your use of the Services. Your use of Third-Party Accounts is governed solely by your agreement with the relevant third-party provider. We are not liable for any content or data originating from Third-Party Accounts, nor for any outages, data errors, API discontinuation, or feature limitations arising from third-party integrations.

5. CONFIDENTIALITY

5.1. Confidentiality Obligations. The Receiving Party will: (i) protect the confidentiality of the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care; (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms; (iii) not disclose Confidential Information of the Disclosing Party to any third party, except (a) third-party service providers used by us to provide elements of the Services, (b) legal, financial, or other professional advisors who are subject to binding confidentiality obligations, or (c) potential acquirers, investors, or due diligence partners subject to nondisclosure obligations no less protective than those in these Terms; and (iv) limit access to the Disclosing Party's Confidential Information to those of its and its Affiliates' employees, contractors, and agents who need such access for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as those herein.

5.2. Legal Disclosures. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, regulation, subpoena, or legal process; provided, however, that (i) the Receiving Party will, to the extent legally permitted, provide the Disclosing Party with prompt written notice of the request, sufficient to allow the Disclosing Party to seek a protective order or otherwise object to the disclosure; (ii) the Receiving Party will provide reasonable cooperation, at the Disclosing Party's expense, in resisting or narrowing the scope of such disclosure; and (iii) in no event will the Receiving Party disclose Confidential Information to any third-party other than a government agency unless compelled by a valid court order, including in circumstances where the Disclosing Party fails to respond or withholds consent.

6. INTELLECTUAL PROPERTY

6.1. Ownership. This is an agreement for access to and use of the Services and any other products or services provided under these Terms and does not convey any ownership rights. As between the parties, we retain all rights, title, and interest in and to the Services, the Janus Assets, and all related intellectual property, including all software, code, technology, inventions, works of authorship, know-how, trademarks, trade secrets, and documentation, whether developed before or during the Term. This includes all improvements, enhancements, updates, and modifications to the foregoing. You acknowledge that your rights to use the Services are limited to those expressly granted in these Terms and do not include any rights to the underlying software, source code, or proprietary logic of the Services.

6.2. No Implied Rights. Except as expressly set forth in these Terms, no licenses or rights are granted to you by implication, estoppel, or otherwise under any intellectual property rights owned or controlled by us or our licensors.

6.3. Feedback. You (or, if applicable, your Users) may from time to time submit to us comments, questions, suggestions, or other feedback relating to the Services ("Feedback"). You agree that all Feedback is provided voluntarily and on a non-confidential basis. You hereby assign to us all right, title, and interest in and to such Feedback, including all associated intellectual property rights. We will be free to use, disclose, reproduce, license, or otherwise exploit the Feedback without restriction or obligation of any kind, including attribution or compensation to you or any User.

6.4. Ownership of Developments. All rights, title, and interest in and to any enhancements, modifications, or derivative works of the Services made in connection with your use of the Services, including any Feedback, are and shall be owned exclusively by us. You hereby irrevocably assign to us all such rights, title, and interest, and waive any moral rights therein to the maximum extent permitted by law.

7. REPRESENTATIONS AND WARRANTIES

7.1. Mutual Authority. Each Party warrants and represents that it has full power and authority to enter into these Terms and to perform its obligations hereunder, and that the execution and delivery of these Terms has been duly authorized and will not conflict with or violate any agreement or obligation by which it is bound.

7.2. Performance Warranty. We warrant that the Services will (i) perform materially in accordance with their published documentation and in a manner consistent with generally accepted industry standards, and (ii) not knowingly contain or introduce any viruses, Malware, or other malicious code. If the Services fail to meet this warranty, your exclusive remedy, and our sole obligation, will be to use commercially reasonable efforts to correct the non-conformance. If we are unable to do so within sixty (60) days after receiving written notice from you describing the issue in reasonable detail (the "Remedy Period"), then either Party may terminate the affected Order by providing written notice within thirty (30) days following the end of the Remedy Period. Upon such termination, we will promptly refund any prepaid but unused Fees attributable to the terminated Services.

7.3. Sole and Exclusive Remedy. THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.

7.4. Disclaimer of Warranties. EXCEPT AS OTHERWISE SET FORTH HEREIN, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICES, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SERVICES, OR THE JANUS CONTENT FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE SERVICES, JANUS CONTENT AND ANY OTHER SERVICES WE PROVIDE ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8. BILLING AND PAYMENT

8.1. Fees. You agree to pay all Fees and applicable taxes for the Services as specified at the time of purchase or in your account, including for any renewals. Unless otherwise agreed in writing, all Fees are non-cancellable and non-refundable, and all amounts are due in U.S. dollars. We reserve the right to modify pricing for renewal Terms with prior notice, provided that no changes will apply retroactively.

8.2. Payment of Fees. You authorize us (or our third-party payment processor) to charge your designated payment method, including credit card or ACH, for all applicable Fees on a recurring basis during the Term and any Renewal Term. You agree to maintain valid, up-to-date payment information in your account at all times. We may suspend access to the Services if payment cannot be processed when due. You remain responsible for all unpaid amounts and any costs of collection, including reasonable attorneys' fees.

8.3. Payment Information. You are responsible for keeping your account, billing, tax, and payment information complete and accurate, including your legal name or entity name, billing address, tax identification (where applicable), and primary contact details. You agree to notify us promptly of any changes that may affect your billing or account status.

9. INDEMNIFICATION

9.1. Janus IP Indemnity. We, at our expense, will defend, indemnify, and hold Customer harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction, against Customer to the extent such directly relates to a claim, action, lawsuit, or proceeding made or brought against Customer by a third-party alleging the infringement or violation of such third-party's registered patent, trade secret, copyright, or trademark by way of Customer's use of the Services that We provide to you under these Terms, or our use of Customer Data in violation of these Terms.

9.2. Customer IP Indemnity. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless us, our affiliates, and our respective directors, officers, employees, and agents from and against any and all third-party claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your access to or use of the Services in violation of these Terms; or (ii) any data, materials, or content you submit, upload, publish, or otherwise make available through the Services, including any claim that such materials infringe, misappropriate, or otherwise violate any intellectual property, proprietary, privacy, or other rights of any third party. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

9.3. Conditions to Indemnity. The Indemnifying Party's obligations under this Section will be subject to the Indemnified Party providing the Indemnifying Party prompt notice of the event giving rise to an indemnity obligation, providing reasonable cooperation and assistance in the defense or settlement of any claim (at the Indemnifying Party's sole cost and expense), and granting the Indemnifying Party control over the defense and settlement of the same. The Indemnifying Party will have the right to consent to any settlement or judgment that is binding upon the Indemnifying Party.

9.4. IP Infringement Remedy. In the event a court of competent jurisdiction makes a determination that the Services infringe on or otherwise violate any third-party registered patent, trade secret, copyright, or trademark, or if we determine that the Services likely infringe or otherwise violate such third party's foregoing intellectual property rights, we, at our sole option and expense, will: (i) modify the allegedly infringing or violating portion of the Services so as to make it non-infringing and non-violating; (ii) replace the allegedly infringing or violating Services, or any portion thereof, with a non-infringing and/or non-violating product having reasonably equivalent functionality; (iii) obtain the right for Customer to continue using the allegedly infringing or violating portion of the Services or (iv) revoke the license to the allegedly infringing or violating Services and provide a pro rata refund to Customer for all fees prepaid for the Services and not yet earned by us.

10. LIMITATION OF LIABILITY

10.1. No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, COSTS OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSSES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.2. Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF US AND OUR AFFILIATES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3. Agreement to Liability Limit. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT A REASONABLE AND NEGOTIATED ALLOCATION OF RISK BETWEEN THE PARTIES. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND FORM A FUNDAMENTAL PART OF THE CONSIDERATION EXCHANGED UNDER THESE TERMS. YOU FURTHER AGREE THAT WE WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON THE PRICING AND TERMS OFFERED WITHOUT THESE LIMITATIONS, AND THAT THEY WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. TERM AND TERMINATION

11.1. Term. The initial term of your subscription ("Initial Term") begins on the date you first subscribe to the Services and continues for the subscription period selected at signup (e.g., monthly or annual). Unless canceled in accordance with these Terms, your subscription will automatically renew for successive periods equal to the Initial Term (each, a "Renewal Term") unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.

11.2. Termination for Cause. Either party may terminate these Terms for cause, as to the Services: (i) upon thirty (30) days' notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. Either party may terminate these Terms, effective immediately upon written notice, if the other party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

11.3. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to the Services ten (10) days after such notice. We will not suspend the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

11.4. Effect of Termination or Expiration. Upon termination or expiration of these Terms, you will stop all use of the Services. If you terminate these Terms for cause, we will promptly refund any prepaid but unused fees covering use of the Services after termination. If we terminate these Terms for cause, you will promptly pay all unpaid fees due through the end of the Term. Fees are otherwise non-refundable.

12. MANDATORY ARBITRATION

12.1. Good Faith Resolution Required. The Parties agree that any dispute arising in connection with the interpretation of these Terms, the performance of either Party under these Terms, or otherwise relating to these Terms will be treated in accordance with the procedures set forth in this section, prior to the resort by either Party to arbitration or litigation in connection with such dispute. Such procedure will be invoked by either Party presenting to the other a Notice of Request for Resolution of Dispute (a "Notice") identifying the issues in dispute sought to be addressed hereunder. A telephone or personal conference of the executives representing each party will be held within ten (10) business days after the delivery of the Notice. In the event that the telephone or personal conference between these executives does not take place or does not resolve the dispute, either Party may refer the dispute to binding arbitration pursuant to the arbitration provisions set forth below.

12.2. Arbitration Rules and Processes. All claims or disputes between the Parties arising out of or relating to these Terms will be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association then in effect and in accordance with Title 9 of the United States Code. The arbitration will be conducted by a panel of three (3) arbitrators selected in accordance with the AAA Rules, unless the Parties agree otherwise in writing. Arbitration will take place in San Francisco, California and must commence within thirty (30) days after a written demand for arbitration is delivered by one Party to the other. The arbitrators' decision will be final, binding, and not subject to appeal, review, or modification, and judgment may be entered on the award in any court having jurisdiction.

12.3. Scope and Exclusivity. No arbitration may include, by joinder or consolidation, any person or entity that is not a Party to these Terms, without the prior written consent of both Parties. This arbitration agreement will be specifically enforceable in any court of competent jurisdiction. Each Party expressly waives any right to appeal, seek review, or otherwise challenge the arbitrators' award in any court or regulatory body.

12.4. Costs and Fees. The arbitrators will award to the prevailing Party, if any, as determined by the arbitrators, all of its Costs and Fees. "Costs and Fees" include all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses (such as copying and telephone), court costs, witness fees, and attorneys' fees.

12.5. Opt-Out of Arbitration. You may opt out of this arbitration provision by sending written notice to team@withjanus.com within thirty (30) days of your first acceptance of these Terms. Your opt-out notice must include your full name, the email address associated with your account, and a clear statement that you wish to opt out of mandatory arbitration. If you do not opt out within this period, you will be deemed to have knowingly and intentionally waived your right to litigate disputes in court, except as otherwise provided in these Terms.

13. MISCELLANEOUS

13.1. Governing Law and Jurisdiction. Where the arbitration provisions of these Terms are inapplicable, these Terms will be governed by and construed in accordance with the laws of the State of California, without reference to conflict of laws principles. We agree that any legal action brought under or in conjunction with these Terms will be brought in a federal or state court of appropriate jurisdiction in the State of California and venue will be proper in San Francisco, California.

13.2. Amendment; No Waiver. These Terms may not be amended except in a signed writing executed by authorized representatives of each Party. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

13.3. Force Majeure. Except for payment obligations of amounts due under these Terms, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

13.4. Actions Permitted. Except for actions for nonpayment or breach of a Party's proprietary rights, no action, regardless of form, arising out of or relating to these Terms may be brought by either Party more than one (1) year after the cause of action has accrued.

13.5. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

13.6. Compliance with Laws. We will comply with all U.S. state and federal laws (where applicable) in our provision of the Services. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.

13.7. Export Controls and Sanctions. You agree to comply with all applicable U.S. and international export control laws and economic sanctions laws and regulations. You represent and warrant that you are not (i) located in, or a resident or national of, a country subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, or (ii) listed on any U.S. government list of prohibited or restricted parties. You may not access or use the Services if you are located in any such jurisdiction or are listed on any such list.

13.8. Severability. If any part of these Terms or an Order is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.

13.9. Notices. All legal notices to us must be sent by email to team@withjanus.com. Notices to you may be sent to the email or mailing address associated with your account or delivered via the Services. We may also contact you by telephone using the number on file. You are responsible for keeping your contact information current.

13.10. Entire Agreement. These Terms (including each Order), along with our Privacy Policy is the entire agreement between us for the Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you. Our obligations are not contingent on the delivery of any future functionality or features of the Services or dependent on any oral or written comments made by us regarding future functionality or features of the Services.

13.11. Assignment. You will not assign or transfer these Terms without our prior written consent, except that you may assign these Terms to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign these Terms in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

13.12. No Third Party Beneficiaries. Nothing in these Terms, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

13.13. Contract for Services. These Terms are a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to these Terms. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern these Terms or the rights and obligations of the parties under these Terms.

13.14. Survival. Any provisions of these Terms that by their nature should survive termination will survive, including but not limited to those relating to ownership, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and payment obligations.

13.15. Precedence. In the event of a conflict between the terms of these Terms and an Order, the terms of the Order will control, but only as to that Order.

13.16. Counterparts. These Terms may be executed in one or more counterparts, each of which will for all purposes be deemed an original and all of which will constitute the same instrument.