Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Services provided by Blok Intelligence Inc., doing business as Seldon (“Seldon”, “we”, “us”, or “our”).

By accessing or using the Services, you agree to be bound by these Terms.

If you access or use the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms. In that case, “Customer” refers to that organization.

If you have entered into a separately negotiated Master Services Agreement (“MSA”) with Seldon, the MSA will govern to the extent of any conflict with these Terms.

Seldon provides an AI-powered software validation platform that enables Customers to evaluate software, digital products, user experiences, and software development workflows before release (the “Services”).

The Services may include behavioral simulation, software quality assurance, automated testing, AI-assisted code analysis, browser automation, integrations with third-party development tools, and the generation of reports, recommendations, test plans, simulations, and other outputs (“Outputs”).

The Services are provided solely as decision-support tools. Outputs are generated using probabilistic models and are intended to assist, not replace, human judgment. Customer is solely responsible for determining whether and how to rely on any Output.

Certain features may require Customer to authorize Seldon to access third-party systems, including source code repositories, development environments, issue tracking systems, authentication providers, or hosted applications. Customer retains control over such authorizations and may revoke them at any time, subject to the functionality of the affected Services.

Subject to these Terms and payment of any applicable fees, Seldon grants Customer a limited, non-exclusive, non-transferable right to access and use the Services solely for Customer's internal business purposes.

Customer is responsible for maintaining the confidentiality of its account credentials and for all activity conducted through its accounts, API keys, authentication credentials, and users.

Where the Services integrate with third-party platforms, including source code repositories, issue tracking systems, identity providers, or other development tools, Customer represents and warrants that it has all necessary rights, permissions, and authority to authorize such access. Customer remains responsible for selecting, configuring, and managing the permissions granted to the Services when connecting such third-party systems.

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

• copy, modify, reverse engineer, or create derivative works of the Services except as permitted by applicable law;
• use the Services to develop or improve a competing product or service;
• access or analyze any software, repository, application, website, or environment without authorization;
• interfere with the security, integrity, or operation of the Services;
• use the Services in violation of applicable law or the rights of any third party;
• upload or transmit malicious code intended to damage or disrupt the Services or any third-party system.

Seldon may suspend Customer's access to the Services where it reasonably believes Customer's use poses a material security risk, violates these Terms or applicable law, infringes the rights of a third party, or threatens the integrity or availability of the Services. Where reasonably practicable, Seldon will provide prior notice and restore access once the underlying issue has been resolved.

Customer retains all right, title, and interest in and to all data, software, content, repositories, documentation, credentials, prompts, configurations, and other materials submitted to or processed through the Services (“Customer Data”).

Definitions

Customer grants Seldon a non-exclusive, worldwide, royalty-free license during the term of these Terms to host, process, transmit, analyze, and otherwise use Customer Data solely as necessary to provide, maintain, secure, support, and improve the Services, comply with applicable law, and perform Customer-authorized workflows.

Certain Services may temporarily process Customer Data, including source code, where reasonably necessary to provide the Services, including repository analysis, software testing, browser automation, and generation of Outputs.

Except as expressly authorized by Customer, Seldon will not use Customer Data, including any source code contained within Customer Data, to train generalized artificial intelligence models made available to other customers or third parties.

Seldon may use Usage Data to operate, secure, maintain, improve, and develop the Services, provided such Usage Data does not disclose Customer Data, including any source code, Customer Confidential Information, or identify Customer or any individual.

Customer represents and warrants that it has all rights, permissions, and authority necessary to provide Customer Data to the Services and to authorize Seldon's access to any third-party systems connected by Customer.

Customer acknowledges that the Services incorporate artificial intelligence, machine learning, browser automation, software analysis, and simulation techniques.

Outputs are generated using probabilistic models and are intended solely to assist Customer's decision-making. Outputs may be inaccurate, incomplete, inconsistent, or unsuitable for Customer's intended use.

Customer is solely responsible for reviewing and validating all Outputs before relying upon or implementing them.

The Services are not intended to replace professional judgment or established software development, testing, security, legal, regulatory, or compliance processes.

Where Customer authorizes the Services to access repositories, applications, websites, or other third-party systems, Customer represents that it has all necessary rights and permissions to grant such access.

Customer's use of any third-party artificial intelligence systems or large language models integrated with the Services remains subject to the terms of those third-party providers. Seldon is not responsible for the availability, performance, or outputs of such third-party services.

Nothing in the Services or any Output constitutes legal, regulatory, financial, cybersecurity, medical, or other professional advice.

Fees for the Services are set out in the applicable subscription plan, Order Form, or other purchasing documentation made available by Seldon.

Unless otherwise agreed:

• fees are payable in accordance with the applicable subscription or Order Form;
• payment obligations are non-cancellable;
• fees are non-refundable except as expressly provided in these Terms or the applicable Agreement; and
• Customer is responsible for any applicable taxes, excluding taxes based on Seldon's net income.

If Customer fails to pay applicable fees when due, Seldon may suspend access to the affected Services following reasonable notice.

Each party may receive non-public business, technical, commercial, or other confidential information from the other party (“Confidential Information”). Customer Confidential Information includes Customer Data, including any source code, and non-public Outputs generated through the Services.

Each party agrees to:

• protect the other party's Confidential Information using at least reasonable care;
• use such Confidential Information solely to exercise its rights and perform its obligations under these Terms; and
• disclose such Confidential Information only to employees, contractors, affiliates, advisers, or subprocessors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

These obligations do not apply to information that the receiving party can demonstrate:

• is or becomes publicly available through no breach of these Terms;
• was lawfully known prior to disclosure;
• was independently developed without use of the Confidential Information; or
• was lawfully obtained from a third party without confidentiality obligations.

Where disclosure is required by law or court order, the receiving party may disclose Confidential Information after providing prior notice where legally permitted.

These confidentiality obligations survive termination of these Terms for three (3) years, except with respect to trade secrets, which remain protected for so long as they qualify as trade secrets under applicable law.

Seldon maintains administrative, technical, and organizational safeguards designed to protect Customer Data appropriate to the nature of the Services and consistent with generally accepted industry practices.

Where the Services process Customer Data through repositories, browser automation, or third-party integrations authorized by Customer, Seldon will use such access solely for the purpose of providing the Services.

Additional information regarding Seldon's processing of Personal Data is set out in the Privacy Policy and the Data Processing Addendum.

Except for Customer Data and Outputs owned by Customer, all right, title, and interest in and to the Services, including all software, models, algorithms, documentation, methodologies, underlying technology, improvements, and related intellectual property, remain the exclusive property of Seldon.

Nothing in these Terms transfers ownership of Seldon's intellectual property to Customer. Except as expressly provided in these Terms, no rights or licenses are granted by implication, estoppel, or otherwise.

Customer grants Seldon a perpetual, worldwide, royalty-free license to use any suggestions, enhancement requests, bug reports, or other feedback relating to the Services for the purpose of improving its products and services.

Notwithstanding Customer's ownership of Outputs, Seldon retains ownership of generalized know-how, methodologies, improvements, and learnings developed through operation of the Services, provided they do not disclose Customer Confidential Information, Customer Data, including any source code, or identify Customer.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR REQUIRED BY APPLICABLE LAW, THE SERVICES, OUTPUTS, SOFTWARE, DOCUMENTATION, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELDON DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED AVAILABILITY.

Seldon does not warrant that:

• the Services will operate without interruption or error;
• all defects, vulnerabilities, or software issues will be identified or corrected;
• Outputs will accurately predict real-world outcomes; or
• generated code, recommendations, or other Outputs will be suitable for Customer's intended use without Customer review.

Except for:

• breach of confidentiality;
• Customer's payment obligations;
• fraud, gross negligence, or willful misconduct; or
• liabilities that cannot be limited under applicable 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 for the applicable Services during the twelve (12) months preceding the event giving rise to the claim.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, or data, even if advised of the possibility of such damages.

For claims arising from:

• breach of confidentiality;
• liabilities that cannot be limited under applicable law,

each party's aggregate liability will not exceed two (2) times the fees paid or payable by Customer for the applicable Services during the twelve (12) months preceding the claim.

Nothing in these Terms limits liability that cannot be limited or excluded under applicable law.

Seldon may suspend or terminate Customer's access to the Services where:

• Customer materially breaches these Terms;
• Customer's use poses a material security risk;
• Customer's use violates applicable law or the rights of a third party;
• required by law; or
• Customer fails to pay applicable fees following reasonable notice.

Where reasonably practicable, Seldon will provide prior notice of any suspension and restore access once the underlying issue has been resolved.

Customer may stop using the Services at any time.

Upon termination of these Terms or Customer's subscription:

• Customer's right to access and use the Services will immediately cease;
• any accrued payment obligations will remain due; and
• Customer Data will be returned or deleted in accordance with the applicable Agreement and, where applicable, the Data Processing Addendum.

Any provision that by its nature is intended to survive termination, including provisions relating to intellectual property, confidentiality, disclaimers, limitation of liability, and governing law, will survive termination.

Customer agrees to comply with all applicable export control, sanctions, and trade laws in connection with its access to and use of the Services.

Customer may not access or use the Services in violation of applicable export control or sanctions laws, including those administered by the United States or any other applicable jurisdiction.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions, and is not identified on any applicable government restricted or denied party list.

These Terms are governed by the laws of the State of California, without regard to its conflict of law principles.

The state and federal courts located in San Francisco County, California have exclusive jurisdiction over any dispute arising out of or relating to these Terms.

Nothing in this Section limits either party's right to seek injunctive or other equitable relief to protect its intellectual property or Confidential Information.

These Terms, together with any applicable Order Form, Master Services Agreement, Data Processing Addendum, and Privacy Policy, constitute the entire agreement between the parties relating to the Services.

If Customer has entered into a separately negotiated Master Services Agreement with Seldon, the Master Services Agreement will govern to the extent of any conflict with these Terms.

Seldon may update these Terms from time to time. Material changes affecting Customers using the Services under these Terms will become effective upon posting or as otherwise communicated. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. Changes will not apply to Customers operating under a separately negotiated Master Services Agreement unless agreed in writing.

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.

Failure by either party to enforce any provision of these Terms will not constitute a waiver of that provision.

The parties are independent contractors, and nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Neither party may assign these Terms without the prior written consent of the other party, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets or business.

Neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control, excluding payment obligations.

These Terms may be executed electronically and in counterparts, each of which will be deemed an original and together constitute one agreement.