Legal
Terms of Service
Last Modified: December 7, 2025
PLEASE READ THESE TERMS CAREFULLY.
PensarAI, Inc. ("PensarAI," "we," "us," or "our") makes its AI-assisted on-demand security and penetration testing services available via a web-based application. These services, Support (defined below), website access and any other services described in an Order (defined below), are referred to herein collectively as the "Services".
PensarAI may update these Terms of Service (the "Terms" or "Agreement") from time to time. When these changes are made, PensarAI will make a new copy of the Terms available at https://pensarai.com/terms. You understand and agree that if you use the Services or access the website after the date on which the Terms have changed, PensarAI will treat your continued use of the Services or access to the website as 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 that directly or indirectly controls, is controlled by, or is under common control with a party to these Terms. "Control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Authorized Payment Method" means any payment method accepted by PensarAI, as may be updated from time to time at our sole discretion.
"Confidential Information" means all non-public 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 that should reasonably be understood to be confidential under the circumstances. Confidential Information includes product roadmaps, business plans, technology and security specifications, financial data, and these Terms. Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party, (ii) was lawfully known to the Receiving Party before disclosure, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Subject to the foregoing, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
"Fee or Fees" means the amount you pay for the Services.
"Feedback" means any suggestions, ideas, improvements, or recommendations provided by you relating to PensarAI or its functionality.
"PensarAI Assets" means PensarAI's 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.
"PensarAI Content" means all information, data, text, messages, software, documentation, sound, video, photographs, graphics, and images that we incorporate into our Services.
"Order" means the PensarAI-approved 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 the PensarAI Privacy Policy available at https://pensarai.com/privacy, as updated by us from time to time.
"Support" means the technical support PensarAI provides for the Services.
"Term" means 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.
"User Data" means all data, information, or content that you or your Users submit, upload, or collect via the Services or make available to us in the course of the Services.
"You, your, or Customer" means the person or entity using the Services.
"Party or Parties" means one or both of the parties to this agreement, respectively.
2. USING THE SERVICES
2.1 Eligibility
To use the Services, you must be at least eighteen (18) years of age and have the legal capacity to enter into these Terms.
2.2 Access
Subject to these Terms, PensarAI grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the applicable Services solely in accordance with their intended purpose and your internal business operations for the duration of the Term. You are responsible for ensuring that all access and use of the Service by you or your authorized Users complies with these Terms.
You will obtain, maintain, and support all internet access, equipment, and ancillary services needed to access the Services. You and your Users, if applicable, must keep a secure password for accessing the Services and keep such password confidential.
2.3 Restrictions
You agree not to, and will not permit others to: (i) copy, modify, adapt, or create derivative works based on the Services; (ii) rent, lease, distribute, sell, sublicense, assign, or otherwise provide unauthorized access to the Services to any third party; (iii) use the Services on behalf of, or for the benefit of, any third party except as expressly permitted by PensarAI; (iv) incorporate the Services into any other software, product, or service offering; (v) interfere with or circumvent any security, performance, or usage-limiting features of the Services; (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or logic of the Services, except as expressly permitted by applicable law and only upon prior written notice; (vii) remove, obscure, or alter any proprietary notices, disclaimers, or branding appearing in the Services; (viii) use the Services for competitive analysis or to develop a competing product or service; (ix) use the Services to conduct penetration testing, security assessments, or any form of security testing against systems, networks, applications, or infrastructure for which you do not have explicit written authorization from the owner or operator, or in violation of applicable laws or regulations; (x) use the Services to engage in any unauthorized access, hacking, or security exploitation activities; or (xi) encourage or assist any third party in any of the foregoing activities.
2.4 Authorized Testing Only
The Services are designed to enable security testing and penetration testing of your own systems and applications, or systems and applications for which you have obtained explicit written authorization to test. You represent and warrant that: (i) you have all necessary rights, permissions, and authorizations to conduct security testing on any systems, networks, or applications you test using the Services; (ii) your use of the Services complies with all applicable laws, regulations, and industry standards; and (iii) you will not use the Services in any manner that violates the Computer Fraud and Abuse Act, similar laws in other jurisdictions, or any applicable data protection regulations. You agree to indemnify and hold PensarAI harmless from any claims arising from your unauthorized use of the Services to test systems without proper authorization or in violation of applicable laws.
2.5 API Usage
If you integrate the Services with your CI/CD pipeline via our API, you agree to: (i) use the API only as documented and in accordance with our published API specifications; (ii) implement reasonable rate limiting, error handling, and retry logic; (iii) maintain the security and confidentiality of your API credentials and immediately notify us of any suspected compromise; (iv) comply with any API-specific usage guidelines, rate limits, and technical requirements we provide; and (v) ensure that your API integration does not interfere with the normal operation of the Services or other users' access. We reserve the right to rate limit, throttle, suspend, or restrict API access to ensure system stability, security, and fair usage among all users.
3. USER DATA
3.1 Protection of Customer Data
3.2 Security
PensarAI will maintain administrative, physical, and technical safeguards to protect Personal Data in accordance with our Privacy Policy.
3.3 User Data Ownership
You retain all ownership rights in and to your User Data. These Terms do not grant PensarAI any ownership interest in your User Data. You grant PensarAI a limited, non-exclusive right to access, use, and process your User Data solely as necessary to operate, maintain, and improve PensarAI. We may use User Data to contact you or assist with customer support. If you are using the Services on behalf of another party, you represent and warrant that you have all rights and authority necessary to do so and to grant the rights described in this section.
All User Data, including comments, test results, and other content you create or upload through the Services, is maintained within private workspaces. Each workspace is accessible only to you and users you explicitly invite to that workspace. User Data is not shared publicly, and users cannot access content from workspaces to which they have not been granted access. You are responsible for managing user access to your workspaces and for ensuring that invited users comply with these Terms.
3.4 Usage Data
We may collect and analyze data relating to your access and use of the Services, including performance metrics, activity logs, and interaction patterns. We may use this usage data to monitor system performance, improve product functionality, and generate aggregated insights, provided that such data does not identify you or any individual and is used in accordance with our Privacy Policy.
4. CONFIDENTIALITY
4.1 Confidentiality Obligations
The Receiving Party agrees to: (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 a similar nature, but in no event less than reasonable care; (ii) use the Confidential Information solely as permitted under these Terms; (iii) not disclose the Confidential Information to any third party except as expressly authorized herein; and (iv) restrict access to the Confidential Information to its and its Affiliates' employees, contractors, and agents who need access for purposes consistent with these Terms and who are bound by written confidentiality obligations no less protective than those set forth in this section.
4.2 Compelled Disclosure
If the Receiving Party is required by law, regulation, subpoena, or other legal process to disclose the Disclosing Party's Confidential Information, it will: (i) provide prompt written notice to the Disclosing Party, unless legally prohibited from doing so, to allow the Disclosing Party an opportunity to seek a protective order or otherwise contest the disclosure; (ii) refer the request to the Disclosing Party where feasible and provide reasonable cooperation at the Disclosing Party's expense in opposing the disclosure; and (iii) if disclosure is ultimately required, disclose only the minimum amount of Confidential Information necessary to comply with the legal obligation. In no event will the Receiving Party disclose Confidential Information to any party other than a governmental authority unless under a valid and enforceable court order issued by a court of competent jurisdiction.
5. INTELLECTUAL PROPERTY
5.1 Intellectual Property
These Terms grant you the right to access and use the Services, but do not convey any license or ownership interest in any underlying software. PensarAI and its licensors retain all rights, title, and interest in and to the Services, including all related intellectual property, technologies, interfaces, documentation, and content.
5.2 Feedback
We welcome Feedback about the Services. By submitting any Feedback, you agree that we may use such Feedback without restriction. You assign to PensarAI all rights, title, and interest in and to any feedback you submit. Where assignment is not permitted by law, you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, and incorporate your Feedback into the Services or other products without compensation or attribution. We are under no obligation to use or act on any Feedback.
6. NO WARRANTIES; RISK DISCLOSURES
6.1 Disclaimer of Warranties
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PENSARAI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT. PENSARAI MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, TIMELY, ERROR-FREE, OR MEET YOUR EXPECTATIONS. PENSARAI DOES NOT GUARANTEE THAT ANY ORDER OR TRANSACTION WILL BE EXECUTED, CONFIRMED, RECORDED, OR REMAIN OPEN. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THESE TERMS.
6.2 Assumption of Risk
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT PENSARAI SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM: (I) ERRORS, OMISSIONS, DELAYS, OR INACCURACIES IN THE SERVICES, INCLUDING BUT NOT LIMITED TO AI AGENT ANALYSIS, RECOMMENDATIONS, OR VULNERABILITY ASSESSMENTS; (II) FALSE POSITIVES, FALSE NEGATIVES, OR INCOMPLETE IDENTIFICATION OF SECURITY VULNERABILITIES OR THREATS; (III) LIMITATIONS IN AI AGENT CAPABILITIES, INCLUDING INABILITY TO DETECT ALL POSSIBLE SECURITY ISSUES, ATTACK VECTORS, OR EMERGING THREATS; (IV) MALICIOUS SOFTWARE, VIRUSES, OR SYSTEM COMPROMISE ARISING FROM YOUR ACCESS TO THE SERVICES OR THIRD-PARTY LINKS; (V) BUGS, GLITCHES, OR FUNCTIONAL INACCURACIES IN AI ALGORITHMS OR AUTOMATED TESTING PROCESSES; (VI) MISINTERPRETATION OR MISUSE OF AI-GENERATED SECURITY REPORTS, RECOMMENDATIONS, OR DATA; (VII) RELIANCE ON AI ANALYSIS WITHOUT APPROPRIATE HUMAN OVERSIGHT, VALIDATION, OR INDEPENDENT VERIFICATION; (VIII) CHANGES IN THREAT LANDSCAPES, ATTACK METHODOLOGIES, OR SECURITY VULNERABILITIES THAT OCCUR AFTER AI MODEL TRAINING OR UPDATES; (IX) INTERFERENCE WITH OR DISRUPTION TO YOUR SYSTEMS, NETWORKS, OR APPLICATIONS DURING TESTING ACTIVITIES; (X) INCOMPATIBILITY BETWEEN THE SERVICES AND YOUR EXISTING SECURITY TOOLS, INFRASTRUCTURE, OR CONFIGURATIONS; (XI) SUSPENSION, TERMINATION, OR RESTRICTION OF YOUR ACCESS TO THE SERVICES; (XII) FAILURE TO COMPLY WITH APPLICABLE CYBERSECURITY REGULATIONS, STANDARDS, OR COMPLIANCE REQUIREMENTS; (XIII) DATA BREACHES, UNAUTHORIZED ACCESS, OR SECURITY INCIDENTS THAT OCCUR DESPITE USE OF THE SERVICES; OR (XIV) REGULATORY FINES, PENALTIES, OR SANCTIONS RESULTING FROM SECURITY VULNERABILITIES OR COMPLIANCE FAILURES.
YOU ACKNOWLEDGE THAT AI-POWERED SECURITY TESTING HAS INHERENT LIMITATIONS, THAT CYBERSECURITY IS AN EVOLVING FIELD WITH CONSTANTLY EMERGING THREATS, AND THAT HUMAN EXPERTISE AND VALIDATION ARE ESSENTIAL TO PROPERLY INTERPRET AND ACT UPON THE RESULTS PROVIDED BY THE SERVICES. YOU FURTHER ACKNOWLEDGE THAT NO SECURITY TESTING, WHETHER AUTOMATED OR MANUAL, CAN GUARANTEE THE IDENTIFICATION OF ALL VULNERABILITIES OR PROVIDE ABSOLUTE SECURITY.
7. FEES AND PAYMENT TERMS
7.1 Fees
You agree to pay all associated Fees and taxes specified in each Order for the applicable Services within 30 days of the date of the applicable invoice. We reserve the right to modify our pricing, fee structures, and discounts for renewal terms following the initial Term. Any amount not paid when due will be subject to late fees equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You agree to reimburse any costs or expenses incurred by PensarAI to collect any unpaid balances (including but not limited to reasonable attorneys' fees). All amounts payable to PensarAI will be paid in United States dollars, unless otherwise specified on the applicable Order.
7.2 Authorized Payment Methods
You may use any payment method accepted by PensarAI as listed on our website. We will collect your payment information in order to carry out collection of Fees. We may utilize third party payment processors, such as Stripe, to process payments of Fees on our behalf. We do not guarantee the availability of any specific method at any given time and may add, suspend, or remove payment methods at its discretion.
7.3 Payment Representations
You represent and warrant that: (i) the payment information you provide to PensarAI or to our third party payment processors is accurate and complete; (ii) you are authorized to use the selected payment method; (iii) all charges will be honored by your payment provider; and (iv) you will pay all Fees and applicable taxes. You agree to keep your information up to date. If any payment fails or is declined, we reserve the right to charge late fees (as specified in Section 7.1) and/or suspend your access to the Services in accordance with Section 10.3.
8. INDEMNIFICATION
8.1 Indemnification
You agree to indemnify, defend, and hold harmless PensarAI, its Affiliates, and each of their respective officers, directors, employees, contractors, agents, and representatives from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and any fines or penalties imposed by a regulatory authority) arising out of or related to: (i) your breach of these Terms, (ii) your use of PensarAI in violation of any applicable law, regulation, or third-party right, or (iii) any content or data you provide through PensarAI that infringes or misappropriates the rights of a third party.
PensarAI agrees to indemnify, defend, and hold you harmless from any actual or threatened third-party claim that the Services infringe or misappropriate the intellectual property rights of any third party during the Term, provided that: (i) you provide PensarAI with prompt written notice of the claim; (ii) PensarAI has full and complete control over the defense and settlement of the claim; (iii) you provide assistance in connection with the defense and settlement of the claim as we may reasonably request; and (iv) you agree to comply with any settlement or court order made in connection with the claim.
Notwithstanding the foregoing, PensarAI will have no obligation for any infringement or misappropriation of third-party intellectual property rights to the extent that any such claim arises out of or is based upon: (i) the combination, operation, or use of the Services with a third party product or service if such infringement would have been avoided but for such combination; (ii) use of the Services outside of the scope of the license granted to you; (iii) any modification of the Services not made by PensarAI where such infringement would not have occurred absent such modification; (iv) your unauthorized use of the Services; or (v) in cases of gross negligence or willful misconduct by you or your Users.
9. LIMITATION OF LIABILITY
9.1 Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PENSARAI, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR REPRESENTATIVES BE LIABLE: (I) FOR ANY AMOUNT EXCEEDING THE TOTAL FEES PAID OR PAYABLE BY YOU TO PENSARAI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, OR DIMINUTION IN VALUE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF PENSARAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO THE ABOVE MAY NOT APPLY TO YOU IN FULL.
9.2 Essential Basis for the Bargain
YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND PENSARAI AND THAT PENSARAI WOULD NOT PROVIDE THE SERVICES TO YOU WITHOUT YOUR AGREEMENT TO THESE LIMITATIONS.
10. TERM AND TERMINATION
10.1 Term and Renewal
Your Term will be specified in the applicable Order. Following the initial Term set forth in the applicable Order, your subscription will automatically renew for subsequent annual terms, unless either party cancels this Agreement in writing at least 30 days before the end of the then-current Term or otherwise in accordance with this section.
You may cancel your subscription at any time by accessing the account settings section of the web application and following the cancellation process detailed therein. Cancellation through the web application is immediate and does not require advance written notice. Upon cancellation, your subscription will remain active through the end of your current paid Term, after which it will not renew and your access to the Services will terminate.
10.2 Termination for Cause
Either party may terminate these Terms for cause: (i) upon thirty (30) days' written notice if the other party materially breaches these Terms and fails to cure the breach within that period, provided that such matters are not cured to the other party's reasonable satisfaction within the 30-day period; or (ii) immediately, if the other party becomes subject to bankruptcy, insolvency proceedings, liquidation, or a general assignment for the benefit of creditors. We may also terminate these Terms with thirty (30) days' notice if your actions, in our reasonable judgment, pose reputational, legal, or operational risks to PensarAI or its users.
10.3 Suspension for Non-Payment
If any payment due remains unpaid after notice, we may suspend your access to the Services ten (10) days after such notice. We will not suspend access if you are reasonably and in good faith disputing the charges and are actively cooperating to resolve the dispute.
10.4 Effect of Termination or Expiration
11. MANDATORY ARBITRATION
11.1
The Parties agree that any dispute arising in connection with the interpretation of this Agreement, the performance of either Party under this Agreement, or otherwise relating to this Agreement 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.
All claims or disputes between the Parties arising out of or relating to this Agreement will be decided by arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association currently in effect and in accordance with Title 9 of the United States Code, unless the Parties mutually agree otherwise in writing. Notice of the demand for arbitration must be filed, in writing, with the other Party and must be made within a reasonable time after the dispute has arisen. All statutes of limitation, which would otherwise be applicable in a judicial action brought by a Party, will apply to any arbitration or reference proceeding hereunder. The arbitration will be decided by a panel of three (3) arbitrators selected under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration will be initiated in New York, New York. The arbitration will occur within thirty (30) consecutive days after the Party demanding arbitration delivers the written demand on the other Party, unless the Parties mutually agree otherwise in writing. The award rendered by the arbitrators will be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Except by written consent of the Parties, no arbitration arising out of or relating to this Agreement may include, by consolidation, joinder or in any other manner, any person or entity not a party to the Agreement under which such arbitration arises. The arbitration agreement herein among the Parties will be specifically enforceable under applicable law in any court having jurisdiction thereof. Neither Party will appeal such award nor seek review, modification, or vacation of such award in any court or regulatory agency.
The arbitrators will award to the prevailing Party, if any, as determined by the arbitrators, all of its Costs and Fees. "Costs and Fees" mean 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. MISCELLANEOUS
12.1 Authority
Each party represents that it has full authority to enter into these Terms and bind itself to its terms. You further represent that you have the authority to bind your affiliates to these Terms and ensure their compliance.
12.2 Governing Law and Jurisdiction
These Terms will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. You and PensarAI agree that any legal action or proceeding arising under or related in any way to these Terms will be brought in the state or federal courts of appropriate jurisdiction located in New York County, New York and venue will be proper in that court.
12.3 Amendment; No Waiver
These Terms may not be amended except in a signed writing executed by authorized representatives of PensarAI and Customer. 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.
12.4 Force Majeure
Except for payment obligations of amounts due under this Agreement, 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.
12.5 Relationship of the Parties
You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
12.6 Compliance with Laws
We will comply with all applicable U.S. state and federal laws and international laws in our operation and our provision of the Services. We reserve the right to disclose any information as necessary to comply with legal obligations, including laws, regulations, legal processes, or government requests. You agree to: (i) comply with all applicable laws, regulations, and industry standards in your use of the Services, including but not limited to cybersecurity regulations, data protection laws, and export control laws; (ii) not export, re-export, or otherwise transfer access to the Services to any country, entity, or individual prohibited by applicable export control laws or sanctions programs; and (iii) ensure that your use of the Services does not violate any applicable privacy laws, data protection regulations, or cybersecurity compliance requirements in your jurisdiction.
12.7 Severability
If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be replaced by a valid and enforceable provision that most closely reflects the intent of the original, and the remainder of these Terms will remain in full force and effect.
12.8 Notices
12.9 Entire Agreement
These Terms, including our Privacy Policy, constitute the entire agreement between you and PensarAI regarding the Services. It supersedes all other prior and contemporaneous proposals, agreements, or understandings – oral, written, or electronic. We expressly object to and reject any additional or conflicting terms you propose. Our obligations are not contingent upon the delivery of any future functionality or features unless expressly agreed to in writing.
12.10 Assignment
You may not assign or transfer these Terms without our prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided the assignee is not a competitor of PensarAI. We may assign these Terms without restriction in connection with a merger, reorganization, change of control, or asset sale.
12.11 No Third Party Beneficiaries
Nothing in this Agreement, 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 this Agreement.
12.12 Contract for Services
These Terms are for the provision of Services and not a sale of goods. The Uniform Commercial Code (UCC), the Uniform Computer Information Transactions Act (UCITA), and the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms.
12.13 Survival
Any provisions that by their nature should survive termination or expiration of these Terms, including but not limited to terms relating to payment obligations, use of the Services, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and miscellaneous shall survive. [The following sections will survive the expiration or termination of this Agreement: 1 (Definitions), 2 (Using the Services), 3 (User Data), 4 (Confidentiality), 5 (Intellectual Property), 6 (No Warranties; Risk Disclosures), 7 (Fees and Payment Terms), 8 (Indemnification), 9 (Limitation of Liability), 10 (Term and Termination), 11 (Mandatory Arbitration), and 12 (Miscellaneous)].
12.14 Precedence
In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.
12.15 Counterparts
This Agreement 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.
[End of Customer Terms of Service]