Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Owapps AI, a Delaware corporation ("Owapps AI", "we", "us", or "our").

These Terms govern:

• Your use of the Owapps AI website at owapps.com and any associated pages or tools
• Any professional services agreement, Statement of Work, or project engagement entered into between you and Owapps AI

By using our website or signing a project agreement, you confirm that you have the authority to bind yourself or your organization to these Terms. If you do not agree, please do not use our website or engage our services.

2. Definitions

• "Services" means the machine learning, data science, predictive analytics, computer vision, anomaly detection, and related professional services provided by Owapps AI.
• "Deliverables" means trained models, code, software, documentation, reports, dashboards, APIs, or other work products created for a Client under a Statement of Work.
• "Client Data" means all data, datasets, files, and information supplied by the Client to Owapps AI for the purpose of delivering Services.
• "Statement of Work" (SOW) means a mutually executed document describing the specific scope, timeline, deliverables, and fees for a particular engagement.
• "Background IP" means intellectual property owned or licensed by Owapps AI prior to or independently of any engagement, including our proprietary frameworks, tools, and methodologies.
• "Foreground IP" means intellectual property created specifically for a Client under an SOW.
• "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

3. Our Services

Owapps AI provides businesses with purpose-built machine learning solutions, which may include but are not limited to:

• Demand forecasting and revenue prediction systems
• Customer churn and retention modeling
• Real-time fraud and anomaly detection systems
• Predictive maintenance and equipment failure prediction
• Computer vision systems for defect detection, object recognition, and visual inspection
• Personalization and recommendation engines
• Customer segmentation and behavioral clustering
• Dynamic pricing optimization systems
• MLOps setup, model monitoring, and managed model operations
• Data strategy consulting and ML readiness assessments

All Services are delivered on a project basis under a signed SOW. We reserve the right to decline any engagement at our discretion.

4. Engagements & Statements of Work

4.1 Initiation

All professional services engagements are governed by a Master Services Agreement (MSA) and one or more Statements of Work. These Terms are incorporated into and form part of the MSA. In the event of a conflict, the SOW takes precedence for project-specific matters, and the MSA/these Terms govern all other matters.

4.2 Scope Changes

Any changes to the agreed scope of work must be documented in a written Change Order signed by authorized representatives of both parties. Owapps AI reserves the right to adjust timelines and fees proportionally when scope changes are requested.

4.3 Client Cooperation

Timely delivery of Deliverables depends on the Client's active cooperation - including providing data access, feedback, and approvals within agreed timeframes. Delays caused by the Client may result in revised project timelines and additional fees, which Owapps AI will communicate in advance.

4.4 Acceptance

Unless otherwise specified in the SOW, Deliverables are deemed accepted if the Client does not provide written notice of material defects within ten (10) business days of delivery. "Material defect" means a failure to conform to the specifications set out in the SOW - it does not include subjective preferences or changes in business requirements.

4.5 Model Performance

Machine learning models are probabilistic by nature. Unless the SOW specifies measurable performance benchmarks (such as minimum accuracy, precision, recall, or AUC on a defined test dataset), Owapps AI makes no guarantee of a specific model performance level. We will use commercially reasonable efforts to deliver the highest quality models possible given the data and constraints provided.

5. Client Responsibilities

The Client agrees to:

• Provide Owapps AI with access to all data, systems, documentation, and personnel reasonably necessary to complete the Services
• Ensure that all Client Data provided to Owapps AI has been collected lawfully and that the Client has the right to share it for the purposes of the engagement
• Ensure that any personal data within Client Data is governed by an appropriate privacy notice, and that providing such data to Owapps AI complies with applicable data protection law
• Execute a Data Processing Agreement (DPA) prior to providing any datasets containing personal data
• Appoint a named project contact with authority to provide instructions, approvals, and feedback
• Not use any Deliverables in ways that violate applicable law, including laws governing automated decision-making, fair lending, equal opportunity, or anti-discrimination
• Implement appropriate human oversight for any model outputs that drive decisions with significant effects on individuals

6. Fees & Payment

6.1 Fee Structure

Fees are set out in each SOW and may be structured as a fixed project fee, time-and-materials rate, monthly retainer, or a combination. All fees are quoted in US Dollars unless otherwise agreed.

6.2 Invoicing

Unless the SOW specifies otherwise, Owapps AI invoices monthly in arrears for time-and-materials engagements, and on the milestone schedule described in the SOW for fixed-price engagements. A deposit equal to 25% of the total project fee is due upon SOW execution for fixed-price projects.

6.3 Payment Terms

Invoices are due and payable within thirty (30) days of the invoice date. Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full.

6.4 Expenses

Reasonable and pre-approved out-of-pocket expenses (such as cloud computing costs for large-scale model training, travel, or third-party data licensing) will be invoiced at cost with supporting documentation.

6.5 Taxes

Fees are exclusive of applicable taxes, including sales tax, VAT, GST, or withholding taxes. The Client is responsible for all applicable taxes in their jurisdiction, excluding taxes on Owapps AI's net income.

7. Intellectual Property

7.1 Client Ownership of Foreground IP

Upon receipt of full payment for an engagement, Owapps AI assigns to the Client all right, title, and interest in the Foreground IP - i.e., the Deliverables created specifically for the Client under that SOW, including trained model weights, custom code, and documentation produced solely for that engagement.

7.2 Owapps AI Retains Background IP

Owapps AI retains all ownership of its Background IP, including proprietary frameworks, libraries, toolkits, algorithms, training pipelines, MLOps infrastructure, and general methodologies developed independently of any Client engagement. Where Deliverables incorporate Background IP, Owapps AI grants the Client a perpetual, non-exclusive, royalty-free license to use that Background IP solely as embedded in and necessary to operate the Deliverables.

7.3 Client Data Ownership

The Client retains full ownership of all Client Data. Owapps AI acquires no ownership rights in Client Data and uses it solely to fulfill the contracted Services.

7.4 Feedback

If the Client provides feedback, suggestions, or ideas about Owapps AI's services, tools, or methods, Owapps AI may use such feedback without restriction or compensation. Feedback does not transfer ownership of any Client IP to Owapps AI.

7.5 Open Source Components

Deliverables may incorporate open-source software components. Owapps AI will disclose any material open-source components in the SOW or delivery documentation. Open-source components remain subject to their respective licenses, which the Client agrees to comply with.

8. Confidentiality

8.1 Mutual Obligations

Each party agrees to hold the other's Confidential Information in strict confidence and to use it solely for the purposes of the engagement. Neither party will disclose the other's Confidential Information to third parties without prior written consent, except to employees, contractors, or sub-processors who need to know it and are bound by equivalent confidentiality obligations.

8.2 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party is given prompt written notice and reasonable assistance to seek a protective order.

8.3 Duration

Confidentiality obligations survive termination of the engagement for a period of five (5) years. Obligations with respect to trade secrets are perpetual.

8.4 Non-Solicitation

During an active engagement and for twelve (12) months following its completion, neither party will solicit for employment any employee or contractor of the other party who was directly involved in the engagement, without prior written consent.

9. Data & Privacy

The collection and processing of personal data in connection with our Services is governed by our Privacy Policy, which is incorporated into these Terms by reference.

For engagements involving the processing of personal data on behalf of the Client, the parties will enter into a separate Data Processing Agreement (DPA) that governs all such processing. In the event of a conflict between the DPA and these Terms on data processing matters, the DPA prevails.

The Client warrants that all personal data provided to Owapps AI was collected and may be used in accordance with applicable data protection law, and that the Client has obtained all necessary consents or has another lawful basis for processing.

10. Warranties & Disclaimers

10.1 Owapps AI Warranties

Owapps AI warrants that:

• Services will be performed in a professional and workmanlike manner by qualified personnel
• It has the rights and authority to enter into these Terms and any SOW
• Deliverables will materially conform to the specifications in the applicable SOW at the time of delivery
• It will comply with applicable laws in the performance of Services

10.2 Disclaimers

Machine learning models degrade over time as data distributions shift. Owapps AI is not responsible for degraded model performance resulting from changes in the Client's business environment, data pipeline, or underlying data that occur after Deliverable acceptance, unless a managed services agreement is in place.

11. Limitation of Liability

11.1 Mutual Cap on Liability

To the fullest extent permitted by applicable law, each party's total cumulative liability to the other for any claims arising out of or related to these Terms or any SOW - whether in contract, tort, or otherwise - will not exceed the total fees paid or payable by the Client to Owapps AI under the applicable SOW in the twelve (12) months preceding the claim.

11.2 Exclusion of Consequential Damages

In no event will either party be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages, including loss of revenue, loss of profit, loss of business, loss of data, or reputational harm, even if advised of the possibility of such damages.

11.3 Exceptions

The limitations in this section do not apply to: (a) a party's indemnification obligations under Section 12; (b) damages arising from gross negligence or willful misconduct; (c) a party's breach of its confidentiality obligations; or (d) liability that cannot be excluded or limited under applicable law.

12. Indemnification

12.1 By Client

The Client will indemnify, defend, and hold harmless Owapps AI and its officers, employees, and contractors from any third-party claims, liabilities, damages, and costs (including reasonable legal fees) arising from: (a) the Client's use of Deliverables in violation of applicable law; (b) Client Data infringing third-party rights or violating privacy law; (c) the Client's breach of these Terms; or (d) automated decisions made by the Client based on model outputs.

12.2 By Owapps AI

Owapps AI will indemnify, defend, and hold harmless the Client from any third-party claims alleging that the Deliverables (excluding Client Data and third-party open-source components) infringe any patent, copyright, trademark, or trade secret of a third party, provided the Client promptly notifies Owapps AI of such claim and cooperates fully in the defense.

13. Term & Termination

13.1 Term

These Terms commence on the date you first use our website or execute an SOW and continue until terminated.

13.2 Termination for Convenience

Either party may terminate an SOW for convenience upon thirty (30) days' written notice. In such cases, the Client will pay Owapps AI for all work performed through the termination date, plus any non-cancellable costs incurred.

13.3 Termination for Cause

Either party may terminate an SOW immediately upon written notice if the other party materially breaches these Terms or the SOW and fails to cure such breach within fifteen (15) business days of receiving written notice specifying the breach in reasonable detail.

13.4 Effect of Termination

Upon termination: (a) each party will promptly return or destroy the other's Confidential Information; (b) Client Data will be returned or securely deleted per the DPA; (c) all payment obligations accrued prior to termination survive; (d) Sections 7, 8, 10, 11, 12, and 15 survive indefinitely; and (e) Owapps AI will deliver all completed work-in-progress to the Client.

14. Website Use

14.1 Permitted Use

You may use our website for lawful purposes related to evaluating or engaging our services. You agree not to: scrape or systematically extract content; attempt to gain unauthorized access to any part of the site; interfere with site functionality; or use the site to transmit malware or harmful code.

14.2 Website Content

All content on this website - including text, graphics, logos, and service descriptions - is owned by or licensed to Owapps AI and protected by copyright and trademark law. You may share links to our website and quote brief excerpts with attribution, but may not reproduce substantial portions without written permission.

14.3 Third-Party Links

Our website may contain links to third-party websites. These links are provided for convenience only. Owapps AI does not endorse, control, or accept responsibility for the content or privacy practices of any linked site.

14.4 Website Availability

We strive to keep our website available, but do not guarantee uninterrupted access. We reserve the right to modify, suspend, or discontinue any part of the website at any time without notice.

15. Governing Law & Disputes

15.1 Governing Law

These Terms and any disputes arising out of them are governed by the laws of the State of California, USA, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Dispute Resolution

The parties agree to first attempt to resolve any dispute informally by escalating to senior management. If a dispute cannot be resolved informally within thirty (30) days, either party may pursue binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, conducted in San Francisco, California, by a single arbitrator. The arbitration will be conducted in English.

15.3 Class Action Waiver

Both parties waive any right to bring claims on a class, collective, or representative basis. Disputes must be brought on an individual basis only.

15.4 Injunctive Relief

Nothing in this section prevents either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, including breaches of confidentiality or intellectual property rights.

16. Changes to These Terms

We may update these Terms from time to time. For website visitors, changes take effect when posted. For existing clients under active engagements, material changes will be notified in writing at least thirty (30) days in advance, and the previous Terms will continue to govern active SOWs until their conclusion unless the Client agrees to the updated Terms.

Continued use of our website after an update constitutes acceptance of the revised Terms.

17. Contact & Notices

Legal notices must be delivered in writing to:

For general inquiries and service questions, contact us at hello@owapps.com.

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force. These Terms, together with any executed SOW and DPA, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior agreements, representations, and understandings.