Enterprise SaaS terms for access, data handling, security, billing, and risk allocation.

These Terms of Service (the "Terms") are entered into by and between GS Consulting, LLC, doing business as Artemes AI ("Artemes AI," "Company," "we," "our," or "us"), and the entity or person accepting these Terms ("Customer," "you," or "your").

These Terms govern access to and use of the Artemes AI website located at https://www.artemes.ai, any associated web properties, hosted platform, applications, APIs, documentation, software, and related services made available by Artemes AI (collectively, the "Service").

By executing an Order Form that references these Terms, creating an account, clicking to accept these Terms, or otherwise accessing or using the Service, you agree to be bound by these Terms. If the individual accepting these Terms does so on behalf of a company or other legal entity, that individual represents and warrants that they have authority to bind that entity to these Terms.

These Terms govern Customer's use of the Service unless Customer and Artemes AI have entered into a separate written agreement governing such use.

If Customer and Artemes AI execute an order form, statement of work, subscription agreement, or other commercial document referencing these Terms (each, an "Order Form"), the applicable Order Form is incorporated into and governed by these Terms.

If there is a conflict between these Terms and an Order Form, the Order Form controls with respect to the subject matter of that conflict.

If Customer and Artemes AI have entered into a separately negotiated master subscription agreement, master services agreement, or similar written agreement signed by both parties, that agreement will control over these Terms to the extent of any conflict.

Artemes AI provides a software-as-a-service platform designed to support vulnerability assessment, security posture analysis, configuration review, telemetry analysis, contextual risk identification, remediation guidance, reporting, and related security workflows.

The Service may include dashboards, APIs, integrations, automation features, AI-assisted analysis, reports, findings, remediation recommendations, and documentation.

Artemes AI may update the Service from time to time in the ordinary course of business, provided such changes do not materially reduce the core functionality purchased by Customer during the applicable subscription term.

Customer represents and warrants that:

• it has full power and authority to enter into these Terms;
• it will use the Service only for lawful business purposes;
• it will ensure that all users accessing the Service on its behalf are authorized to do so; and
• it is not subject to sanctions, embargoes, or restrictions that would make its use of the Service unlawful.

The Service is intended for business and professional use, not consumer or household use.

Subject to these Terms and payment of all applicable fees, Artemes AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Service for Customer's internal business purposes.

Customer may permit its employees, contractors, and affiliates acting on its behalf to use the Service as authorized users, provided Customer remains responsible for their compliance with these Terms.

Artemes AI may impose reasonable usage limits, technical requirements, and administrative controls consistent with the applicable Order Form, documentation, or product plan.

Customer is responsible for:

• maintaining the confidentiality of account credentials and authentication factors;
• managing user permissions and administrative settings;
• promptly disabling access for departed or unauthorized users;
• notifying Artemes AI promptly of any known or suspected unauthorized access to the Service; and
• using commercially reasonable efforts to prevent unauthorized access to or misuse of the Service.

Customer is responsible for all activity occurring under its accounts except to the extent caused by Artemes AI's breach of these Terms.

As between the parties, Customer retains all right, title, and interest in and to all data, telemetry, logs, configurations, files, content, prompts, submissions, and other information submitted to, ingested by, transmitted through, or generated from Customer's environment through use of the Service, excluding the Service itself and Artemes AI technology (collectively, "Customer Data").

Customer grants Artemes AI a non-exclusive, worldwide, limited right to host, copy, process, transmit, analyze, display, and otherwise use Customer Data solely as necessary to provide, operate, support, secure, maintain, and improve the Service; generate findings, reports, analytics, recommendations, and other outputs for Customer; prevent fraud, abuse, and security incidents; comply with applicable law; and enforce these Terms and Artemes AI's rights.

Customer represents and warrants that it has all rights, permissions, authorizations, and legal bases necessary to provide Customer Data to Artemes AI and to permit the processing contemplated by these Terms.

Customer is solely responsible for the legality, accuracy, integrity, and quality of Customer Data; the scope of assets, systems, and environments connected to the Service; obtaining any notices, consents, or internal approvals required for its use of the Service; and configuring the Service in a manner consistent with its own compliance and security requirements.

To the extent Artemes AI processes personal data included within Customer Data on behalf of Customer, Customer acts as the controller or equivalent business, and Artemes AI acts as the processor or equivalent service provider, except where Artemes AI processes data for its own independent business purposes as described in its Privacy Policy.

If the parties require a data processing addendum, that addendum will apply to the relevant processing and will control over these Terms to the extent of any conflict on data protection subject matter.

The Service may include features that use machine learning, statistical models, large language models, automation, or other artificial intelligence techniques to generate findings, summaries, prioritization, remediation guidance, reports, or other outputs ("Outputs").

Customer acknowledges and agrees that:

• Outputs are generated through probabilistic and automated methods and may not always be accurate, complete, or appropriate for Customer's particular environment or use case;
• Outputs are provided as decision-support tools and do not constitute legal advice, regulatory advice, audit opinions, incident response advice, or guarantees of security posture;
• Artemes AI does not warrant that every vulnerability, exposure, threat, misconfiguration, or compliance issue will be identified, prioritized, or described correctly;
• Outputs may not be complete, accurate, or sufficient for Customer's needs; and
• Customer remains solely responsible for reviewing, validating, and determining whether and how to act on any Output.

Unless otherwise agreed in writing, Artemes AI will not use Customer Data to train generalized public models.

Customer will not, and will not permit any third party to:

• use the Service in violation of applicable law or regulation;
• access, monitor, collect, or scan data, assets, systems, endpoints, or networks without lawful authority;
• interfere with or disrupt the integrity, performance, or availability of the Service;
• attempt to gain unauthorized access to the Service or related systems or networks;
• circumvent technical controls, security measures, usage limits, or access restrictions;
• copy, modify, translate, or create derivative works of the Service except as expressly permitted by these Terms or applicable law;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, models, or non-public components of the Service except to the limited extent such restriction is prohibited by law;
• use the Service to build or benchmark a competing product or service;
• use the Service for high-risk or unlawful offensive security activity without proper authorization; or
• remove or obscure any proprietary notices or legends in the Service.

Artemes AI will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect the Service and Customer Data against unauthorized access, use, alteration, or disclosure.

Customer acknowledges that no service or environment can be made completely secure and that Artemes AI does not guarantee that the Service will be free from all vulnerabilities, outages, or security incidents.

Unless expressly agreed by Artemes AI in writing, Customer will not submit to the Service:

• payment card data subject to PCI DSS;
• protected health information subject to HIPAA;
• classified information, export-controlled technical data, or other data subject to heightened legal or regulatory restrictions; or
• other highly sensitive data that requires security measures beyond those described in our documentation or applicable agreement.

Customer remains responsible for securing its own systems, credentials, endpoints, networks, and configurations; maintaining appropriate backups and business continuity measures; independently verifying remediation steps before deployment; and assessing whether the Service is appropriate for its intended use.

Each party will protect the other party's non-public confidential information using at least reasonable care, use it only to exercise rights or perform obligations under these Terms, and disclose it only to personnel or providers with a need to know who are bound by appropriate confidentiality obligations.

Artemes AI and its licensors retain all right, title, and interest in and to the Service, including its software, models, algorithms, interfaces, workflows, documentation, designs, trademarks, and other intellectual property rights. No rights are granted to Customer except as expressly stated in these Terms.

If Customer or its users provide feedback regarding the Service, Artemes AI may use that feedback without restriction or obligation, provided the feedback does not include Customer Confidential Information.

Artemes AI may use aggregated, statistical, de-identified, or anonymized data derived from use of the Service, provided such data does not identify Customer or any individual and cannot reasonably be used to do so.

The Service may interoperate with or depend on third-party platforms, APIs, open-source software, cloud infrastructure, identity providers, payment processors, or other Third-Party Services. Artemes AI is not responsible for their availability, security, functionality, or performance except to the extent expressly stated in an Order Form.

Artemes AI may offer alpha, beta, preview, early access, or evaluation features. Beta Features are optional, may be modified or discontinued at any time, may not be suitable for production use, and are provided "AS IS" without warranties or service commitments unless expressly stated otherwise in writing.

Customer will pay all fees set forth in the applicable Order Form.

Unless otherwise stated in an Order Form:

• fees are stated and payable in U.S. dollars;
• fees are non-cancelable and non-refundable except as expressly provided in these Terms;
• invoiced amounts are due within thirty (30) days of invoice date;
• late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law; and
• Customer will reimburse reasonable collection costs for overdue undisputed amounts.

Fees do not include taxes. Customer is responsible for all sales, use, VAT, GST, withholding, and similar taxes, duties, or levies imposed by any governmental authority in connection with the Service, excluding taxes based on Artemes AI's net income, property, or employees.

The initial subscription term and any renewal terms will be set forth in the applicable Order Form. Unless otherwise stated in the Order Form, subscriptions renew automatically for successive renewal terms of equal length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Artemes AI may suspend Customer's access to the Service, in whole or in part, upon notice if Customer's use poses a security risk, Customer materially breaches these Terms, Customer fails to pay undisputed amounts when due and does not cure within any applicable notice period, Artemes AI reasonably believes the use is unlawful or unauthorized, or suspension is required by law or governmental order.

Either party may terminate these Terms or the applicable Order Form for material breach by the other party if the breach remains uncured for thirty (30) days after written notice, except where immediate termination is permitted for non-payment, unlawful use, or material security risk, or as otherwise expressly stated in the applicable Order Form.

Upon expiration or termination, Customer's right to access and use the terminated Service ends, Customer will cease use of the Service, each party will return or destroy the other party's Confidential Information upon request subject to legal, backup, and archival retention requirements, and Artemes AI may delete Customer Data in accordance with its retention practices and applicable agreement. Termination does not relieve Customer of its obligation to pay accrued fees.

Artemes AI warrants that, during the applicable subscription term, the Service will materially conform to the applicable documentation under normal authorized use.

Customer's exclusive remedy, and Artemes AI's sole obligation, for breach of this warranty will be for Artemes AI to use commercially reasonable efforts to correct the non-conformity. If Artemes AI cannot do so within a reasonable period, either party may terminate the affected Order Form, and Customer will receive a prorated refund of prepaid fees for the terminated unused portion of the applicable subscription term.

This limited warranty does not apply to Beta Features, misuse, unauthorized modifications, Third-Party Services, or failures caused by Customer systems or configurations.

Except as expressly provided above, the Service, Outputs, documentation, and all related materials are provided "as is" and "as available." To the maximum extent permitted by law, Artemes AI disclaims all other warranties, whether express, implied, statutory, or otherwise.

Without limiting the foregoing, Artemes AI does not warrant that the Service will be uninterrupted or error-free, that it will identify every vulnerability, misconfiguration, or compliance issue, that Outputs will be complete, accurate, or sufficient for Customer's needs, or that all defects will be corrected.

Customer will defend, indemnify, and hold harmless Artemes AI and its affiliates, officers, directors, employees, contractors, and agents from and against third-party claims arising out of Customer Data, Customer's or its users' use of the Service in violation of these Terms or applicable law, Customer's lack of authority to collect, submit, or process data through the Service, or Customer's infringement or misappropriation of third-party rights.

Artemes AI will defend Customer against any third-party claim that the Service, when used as authorized under these Terms, directly infringes a third party's U.S. patent, copyright, trademark, or trade secret, subject to Customer promptly notifying Artemes AI, granting Artemes AI sole control of the defense and settlement, and providing reasonable cooperation at Artemes AI's expense.

Artemes AI will have no obligation for claims arising from Customer Data, combinations not provided by Artemes AI, modifications not made by Artemes AI, use in violation of these Terms or documentation, or Beta Features. If such a claim appears likely, Artemes AI may modify the Service, procure rights for continued use, or terminate the affected Service and refund prepaid unused fees for the terminated portion.

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, business interruption, or loss of data, arising out of or relating to these Terms, even if advised of the possibility of such damages.

To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by Customer to Artemes AI under the applicable Order Form during the twelve (12) months preceding the event giving rise to the claim.

The exclusions and limitations in this section will not apply to Customer's payment obligations, either party's breach of confidentiality, Customer's indemnification obligations, a party's fraud, willful misconduct, or gross negligence to the extent such liability cannot be limited under applicable law, or amounts payable under Artemes AI's IP indemnity.

Each party will comply with laws applicable to its performance under these Terms. Customer will not access or use the Service in violation of export control, sanctions, anti-bribery, privacy, cybersecurity, or other applicable laws.

Artemes AI may not use Customer's name, logo, or marks in publicity materials, customer lists, or marketing content without Customer's prior written consent, except as expressly permitted in an applicable Order Form.

These Terms and any dispute arising out of or relating to them will be governed by the laws of the State of Maryland, excluding its conflict of laws principles. The state and federal courts located in Baltimore County, Maryland will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party irrevocably consents to the personal jurisdiction and venue of those courts.

Notices under these Terms must be in writing and may be delivered personally, by confirmed courier, by email if no delivery failure notice is received, or by certified or registered mail.

Neither party may assign these Terms or an Order Form without the prior written consent of the other party, except that either party may assign them in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets upon written notice to the other party.

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, civil unrest, internet failures, utility failures, denial-of-service attacks, epidemics, pandemics, or governmental action, except that this does not excuse Customer's payment obligations.

These Terms, together with the applicable Order Form, Privacy Policy, and any documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter hereof and supersede prior or contemporaneous understandings regarding that subject matter.

Order of precedence:

• signed master agreement, if any;
• applicable Order Form;
• data processing addendum, but only for data protection subject matter;
• service-specific terms, if any; and
• these Terms.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect. No waiver is effective unless in writing. The parties are independent contractors, and these Terms do not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

If you have questions about these Terms, please contact: