These Commercial Terms apply only to an API or organizational offering that expressly references them. They are between Praus AI LLC and the organization or business accepting them ("Customer"). A person accepting must have authority to bind Customer. A separate signed agreement or order controls where it conflicts. No API access, enterprise service, service-level agreement, regulated-data processing or other feature is promised merely by this page. The public homepage is a preview; these Terms apply only when adopted for an actual commercial offering. Praus AI LLC is the contracting party; a reference to Ortelan does not make an affiliate a guarantor. Contact: legal@ortelan.com; support@ortelan.com.
For existing Customers, amendments remain subject to the 30-day notice provision in Section M, applicable law and any signed agreement. This revision does not retroactively withdraw an accrued remedy, confidentiality obligation or previously agreed indemnity. Consumer accounts remain governed by the Consumer Terms.
A. Services
Subject to these Terms and an applicable order, Praus AI grants Customer a non-exclusive right to use the purchased Services for the stated purpose. Resale, embedding or access for Customer's own end users requires the applicable offering or express written permission. Customer is responsible for authorized users and their compliance.
Features may include chat, Notes Assistant, research, reports, projects, voice and collaboration. Availability, limits, support and any performance commitment are those expressly agreed in the order. No uptime, latency, source-count or report-accuracy guarantee is implied. Beta or preview functions may change and should not be the sole repository of essential information. Third-party content and integrations remain subject to their applicable terms.
B. Customer Content
Customer retains its rights in Inputs. Praus AI assigns any rights it has in Outputs to Customer to the extent permitted by law, without promising originality, exclusivity, copyrightability or freedom from third-party rights. "Customer Content" includes Inputs, Outputs, files, notes, reports and material submitted by Customer or its users.
Customer grants Praus AI the limited rights needed to host, process, transmit and display Customer Content to provide, secure and support the purchased Services under this agreement and Customer's authorized instructions. Praus AI does not train models on Customer Content under these Commercial Terms. Feedback is optional and does not override confidentiality or authorize model training on Customer Content. A broader use requires a separate express written agreement and any legally required consent.
C. Data Privacy
The Privacy Policy describes Praus AI's own account, security and business processing. Details of authorized subprocessors and processing safeguards will be provided where required by law or a data processing agreement, including through a confidential disclosure process where permitted. Where Praus AI processes personal information on Customer's behalf and a data processing agreement is required, the parties must enter an appropriate DPA before that processing. No unidentified DPA is incorporated merely by this page.
Customer is responsible for a lawful basis, notices, permissions and instructions for content and users it introduces, including recordings, sensitive information and minors. Do not submit protected health information, regulated student records or other data requiring a specific agreement unless Praus AI has expressly agreed in writing to the applicable safeguards. General product access does not establish HIPAA, FERPA, data-residency or sector-specific compliance. Praus AI remains responsible for its own obligations under applicable law.
D. Trust and Safety; Restrictions
Each party will comply with laws applicable to its performance. Customer must follow the Acceptable Use Policy and any specific policy actually provided and agreed for its offering. Customer must not evade quotas or security controls, obtain unauthorized access, submit unlawful content, or use the Services for prohibited high-risk decisions. Reverse-engineering restrictions apply only as permitted by law and do not override open-source licenses.
Customer must evaluate outputs and tell its users that they are AI-generated and can be inaccurate, incomplete or misleading. Human review is necessary before consequential use. Research progress, a completed report or citations do not guarantee exhaustive or verified research. Customer must obtain appropriate recording, sharing and processing permissions and protect its credentials. Customer is responsible for its application, user-facing notices, appropriate age controls, authorization of connected actions, human review, end-user support and compliance in its use case. Customer must not advertise our service as certified, error-free, suitable for emergencies or approved for a regulated purpose without an express written agreement. Supplying an API does not mean Praus reviews or approves Customer’s application. Praus remains responsible for its own legal duties.
Praus AI may investigate misuse and apply reasonable rate, security and capacity limits. Report suspected compromise or harmful use promptly to support@ortelan.com.
E. Confidentiality
Confidential Information. The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary ("Confidential Information"). Customer Content is Customer's Confidential Information.
Obligations of Parties. The receiving party ("Recipient") may only use Confidential Information of the disclosing party ("Discloser") to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser's Confidential Information to Recipient's employees, agents, and advisors that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms ("Representatives"). Recipient will protect Discloser's Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives.
Exclusions. Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient; (b) is obtained by Recipient from a third party without a breach of the third party's obligations of confidentiality; or (c) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Discloser's Confidential Information to the extent it is required by law, or court or administrative order, and will, except where expressly prohibited, notify Discloser of the required disclosure promptly and fully cooperate with Discloser's efforts to prevent or narrow the scope of disclosure.
Destruction Request. Recipient will destroy Discloser's Confidential Information promptly upon request, except where retained to comply with law or copies in Recipient's automated back-up systems, which will remain subject to these obligations of confidentiality while maintained.
F. Intellectual Property
Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other's content or intellectual property, by implication or otherwise.
G. Publicity
Neither party may use the other's name, logo or a purported endorsement in publicity without prior permission, except for lawful factual references that do not imply endorsement. No customer quote, case study or co-marketing participation is required by these Terms.
H. Fees
Customer will pay the prices, taxes and usage charges expressly disclosed in its order or purchase flow. Recurring purchases require the stated authorization and renewal terms. No unidentified model-pricing page or supplemental credit terms are incorporated. Any credit, prepayment, minimum commitment or proration must be stated in the applicable offer.
Authorized payment providers handle billing where offered. Manage web subscriptions through the linked billing controls or contact support@ortelan.com; any store purchase is managed through that store. Deleting an account is not evidence that billing cancellation completed. Praus AI may suspend access for overdue, undisputed amounts after appropriate notice. Good-faith billing disputes remain permitted.
Unless an order says otherwise, price increases take effect at renewal after at least 30 days' notice and any additional legally required notice or consent. Statutory refund and cancellation rights are not limited. Required tax records may be retained as described in the Privacy Policy.
I. Termination and Suspension
Term. These Terms start when Customer accepts them for an applicable offering and continue until terminated (the "Term").
Termination.
- Each party may terminate these Terms at any time for convenience with Notice, except Praus AI must provide 30 days prior Notice.
- Either party may terminate these Terms for the other party's material breach by providing 30 days prior Notice detailing the nature of the breach unless cured within that time.
- Praus AI may terminate these Terms immediately with Notice if Praus AI reasonably believes or determines that Praus AI's provision of the Services to Customer is prohibited by applicable law.
Suspension.
Praus AI may suspend Customer's access to any portion or all of the Services if: (a) Praus AI reasonably believes or determines that (i) there is a risk to or attack on any of the Services; (ii) Customer or any User is using the Services in violation of Section D (Trust and Safety; Restrictions); or (iii) Praus AI's provision of the Services to Customer is prohibited by applicable law or would result in a material increase in the cost of providing the Services; or (b) any vendor suspends or terminates Praus AI's use of any third-party services or products required to enable Customer to access the Services (each, a "Service Suspension").
Praus AI will use reasonable efforts to provide written notice of any Service Suspension to Customer, and resume providing access to the Services, as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. Liability for a Service Suspension is subject to Section L and any express agreement or non-waivable obligation; this provision does not excuse a breach of those obligations.
Effect of Termination. Upon termination, Customer may no longer access the Services. The following provisions will survive termination or expiration of these Terms: (a) Sections E (Confidentiality), G (Publicity), H (Fees), I (Termination and Suspension), J (Disputes), K (Third-Party Claims), L (Warranties and Limits on Liability), and M (Miscellaneous); (b) any provision or condition that must survive to fulfill its essential purpose.
J. Disputes
The parties will first try in good faith to resolve a dispute through written notice describing the claim and requested relief. Send notices to legal@ortelan.com. If it is not resolved within 45 days, either party may commence the proceeding below. This process does not bar urgent relief, regulatory complaints or a filing needed to preserve a legal deadline.
Except as prohibited by law or otherwise agreed in a signed order, disputes concerning these Terms or the Services will be resolved by one arbitrator under the American Arbitration Association's Commercial Arbitration Rules, in English, with the seat in Salt Lake County, Utah. Hearings may be remote by agreement or as the rules permit. The Federal Arbitration Act governs where applicable; fees follow the applicable rules. A court with jurisdiction may enter judgment on an award. Either party may seek temporary injunctive relief in court to preserve rights pending arbitration. Non-arbitrable claims remain in the appropriate court.
TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES A JURY TRIAL FOR ARBITRABLE CLAIMS AND AGREES TO PROCEED INDIVIDUALLY, NOT THROUGH CLASS OR REPRESENTATIVE ARBITRATION. No provision waives a remedy or procedure that applicable law makes non-waivable. The arbitrator may award relief permitted by law and this agreement.
K. Third-Party Claims
Customer will defend and indemnify Praus AI against third-party claims to the extent caused by Customer's unlawful Inputs, lack of required permissions, or material violation of the agreed use restrictions. This does not apply to the extent a claim is caused by Praus AI's breach, negligence, fraud, willful misconduct or violation of law.
Praus AI does not provide a general intellectual-property defense or indemnity for AI outputs or model training data under this revision. Any indemnity provided by Praus AI must be expressly stated in a signed agreement. Customer’s covered third-party indemnity obligations in this Section are not subject to the general damages cap, except as a signed agreement or applicable law requires. This provision does not withdraw indemnification already owed for earlier events or override an existing agreement or its amendment requirements.
A party seeking indemnity must promptly notify the other and reasonably cooperate. Delay excuses an obligation only to the extent it materially prejudices the defense. The defending party may control the defense using qualified counsel, but may not agree to an admission, payment by, or non-monetary obligation on the indemnified party without its consent, not to be unreasonably withheld.
L. Warranties and Limits on Liability
Each party represents that it has authority to enter and perform this agreement. Customer represents that it has the rights and permissions required for its Inputs and instructions.
EXCEPT FOR EXPRESS WRITTEN COMMITMENTS AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. PRAUS AI DOES NOT GUARANTEE ERROR-FREE OR UNINTERRUPTED OPERATION, A RESPONSE TIME, OR COMPLETE, ACCURATE OR UNIQUE OUTPUTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, BUSINESS OPPORTUNITY OR DATA. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM THESE TERMS OR THE SERVICES IS LIMITED TO FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES IN THE PRECEDING 12 MONTHS. CUSTOMER'S OBLIGATION TO PAY AGREED FEES IS NOT REDUCED BY THAT CAP. PRAUS AI LLC'S AFFILIATES, LICENSORS, SERVICE PROVIDERS AND THEIR PERSONNEL ARE INTENDED BENEFICIARIES OF THE DISCLAIMERS AND LIMITATIONS APPLICABLE TO PRAUS AI LLC; THEIR COMBINED LIABILITY WITH PRAUS AI LLC DOES NOT MULTIPLY THE CAP. THESE LIMITS APPLY ACROSS CONTRACT, TORT AND OTHER THEORIES, SUBJECT TO THE EXCEPTIONS BELOW.
These exclusions and limits do not apply to fraud, willful misconduct, gross negligence, or liability that applicable law does not permit to be limited. Any different allocation or indemnity must be expressly stated in a signed agreement. They do not retroactively reduce a remedy already accrued or override an existing agreement's amendment requirements.
M. Miscellaneous
Notices. All notices, demands, waivers, and other communications under these Terms (each, a "Notice") must be in writing. Notices, including dispute notices and arbitration opt-outs where applicable, may be delivered electronically to the address provided to Praus AI if to Customer; and to legal@ortelan.com if to Praus AI. Notice is effective only: (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with all requirements of this notice paragraph.
Electronic Communications. Customer agrees to receive electronic communications from Praus AI based on Customer's use of the Services and related to these Terms. Except where prohibited by applicable law, electronic communications may be sent via email, through the Services or Customer's management dashboard, or posted on Praus AI's website. Praus AI may also provide electronic communications via text or SMS about Customer's use of the Services or as Customer otherwise requests from Praus AI. If Customer wishes to stop receiving such messages, Customer may request it from Praus AI or respond to any such texts with "STOP".
Amendment and Modification. Praus AI may update these Terms at any time, to be effective 30 days after the updates are posted by Praus AI or Customer otherwise receives Notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or Notice. Changes will not apply retroactively. No other amendment to or modification of these Terms is effective unless it is in writing and signed by both parties. Failure to exercise or delay in exercising any rights or remedies arising from these Terms does not and will not be construed as a waiver; and no single or partial exercise of any right or remedy will preclude future exercise of such right or remedy.
Assignment and Delegation. Neither party may assign its rights or delegate its obligations under these Terms without the other party's prior written consent, except that Praus AI may assign its rights and delegate its obligations to an affiliate or as part of a sale of all or substantially all its business. Any purported assignment or delegation is null and void except as permitted above. No permitted assignment or delegation will relieve the contracting party or assignees of their obligations under these Terms. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.
Severability. If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms to reflect the parties' original intent as closely as possible.
Interpretation. These Terms will be construed mutually, with neither party considered the drafter. Document and section titles are provided for convenience and will not be interpreted. The phrases "for example" or "including" or "or" are not limiting.
Governing Law; Venue. Utah law and applicable United States federal law govern, subject to mandatory law. For proceedings properly brought in court, the parties submit to state or federal courts in Salt Lake County, Utah, except where mandatory law requires otherwise. This choice of law does not represent that Praus AI LLC is formed in Utah or limit statutory privacy obligations.
Export and Sanctions. Customer may not export or provide access to the Services to persons or entities or into countries or for uses where it is prohibited under U.S. or other applicable international law. Without limiting the foregoing sentence, this restriction applies (a) to countries where export from the US or into such country would be prohibited or illegal without first obtaining the appropriate license, and (b) to persons, entities, or countries covered by U.S. sanctions.
Integration. These Terms (including any applicable order and separate agreement expressly accepted by both parties) constitute the parties' entire understanding as to the Services' provision and use. These Terms supersede all other understandings or agreements between the parties regarding the Services.
Force Majeure. Neither party will be liable for failure or delay to the extent caused by circumstances beyond its reasonable control, subject to reasonable mitigation and mandatory law. This does not excuse accrued payment obligations, required refunds or privacy and security obligations.