Google Cloud Marketplace Terms of Service

1. Definitions

Capitalized terms used but not defined herein have the meanings below:

• "Moorcheh" means the semantic memory and AI search product and platform made available by Company, including its APIs, console, software, and deployment materials.
• "Acceptable Use Policy" means the acceptable use requirements for the Moorcheh platform as described in Section 8 and published in the Documentation.
• "Customer Credentials" means API keys, tokens, passwords, and other credentials used to access the Services.
• "Customer Data" means data, content, files, embeddings, metadata, and other information submitted by or on behalf of Customer to the Services for processing, storage, indexing, retrieval, or generation, including data stored in namespaces.
• "Customer Systems"means Customer's applications, platforms, cloud environments, software, and integrations that connect to the Services.
• "Documentation" means the user guides, API reference, and technical documentation for the Moorcheh platform available at docs.moorcheh.ai, as updated from time to time.
• "Effective Date" means the start date of the Services as stated in your Subscription, or the date you first access or use the Services, whichever is earlier.
• "End User" means an individual employee or contractor of Customer authorized by Customer to access or use the Services.
• "Managed GCP SaaS" means the Moorcheh platform operated by Company on Google Cloud infrastructure and made available through this Marketplace listing, including the Moorcheh API, console, semantic search, retrieval, and related features described in your Subscription. Managed GCP SaaS is a distinct deployment from Moorcheh platform instances hosted on other cloud providers.
• "Services" means either Managed GCP SaaS or Sovereign Deployment, as applicable to your Subscription plan.
• "Sovereign Deployment"means Moorcheh software, infrastructure-as-code, and related materials licensed for deployment by Customer into Customer's own cloud account or on-premises environment, as described in your Subscription and the Documentation.
• "Subscription" means the Marketplace subscription under which Customer procures a plan for the Services, including plan type, term, and fees.
• "Usage Data"means operational and telemetry data regarding Customer's configuration, access, and use of the Services, such as API call volumes, feature usage, error logs, and performance metrics, but excluding the substantive content of Customer Data except as necessary to provide the Services or calculate fees.

2. Services and Plans

2.1 Marketplace Plans

This Marketplace listing offers two plans. Your Subscription identifies which plan applies to you:

• Managed GCP SaaS Plan: Company hosts and operates the Moorcheh platform on Google Cloud and provides Customer with access via API keys, the Moorcheh console, and related interfaces. Customer Data is processed on Company-managed infrastructure for the duration of the Subscription.
• Sovereign Deployment Plan: Company grants Customer a license to deploy and run the Moorcheh software in Customer's designated cloud account or on-premises environment using Company-provided deployment materials. Customer operates the underlying infrastructure and is responsible for cloud consumption costs billed directly by its cloud provider.

2.2 License Grant

Subject to these Terms and the applicable Subscription, Company grants Customer a limited, non-exclusive, non-transferable, revocable right during the Subscription term to:

• For Managed GCP SaaS: access and use the Services solely for Customer's and its Affiliates' internal business purposes in accordance with the Documentation; and
• For Sovereign Deployment: deploy and use the licensed Moorcheh product software only in Customer's designated environment(s) identified in the Subscription, solely for Customer's internal business purposes.

2.3 Service Modifications

Company may modify the Services from time to time, provided that such modifications do not materially reduce the core functionality of the Services covered by your Subscription during the then-current term. Company may provide preview, beta, or trial features at its discretion; such features are provided "as is" and may be modified or discontinued without notice.

3. Customer Responsibilities

3.1 Account and Credentials

• Provide accurate registration and billing information.
• Restrict access to End Users and keep Customer Credentials confidential.
• Be responsible for all activities conducted under Customer Credentials and by End Users.
• Promptly notify Company if Customer Credentials are lost, stolen, or compromised.

3.2 Customer Data

Customer has sole control over what Customer Data is submitted to the Services and is responsible for the accuracy, quality, integrity, legality, and appropriateness of Customer Data. Customer represents that it has all rights, consents, and permissions necessary to submit Customer Data and to grant Company the rights described in these Terms.

3.3 Customer Systems

Customer is solely responsible for Customer Systems, integrations, prompts, downstream applications, and any use of outputs from the Services (including AI-generated responses). By connecting a Customer System to the Services, Customer authorizes Company to interoperate with that system as necessary to provide the Services.

3.4 Sovereign Deployment Responsibilities

If Customer subscribes to the Sovereign Deployment Plan, Customer is solely responsible for:

• provisioning, securing, and maintaining its cloud or on-premises environment, including identity and access management, networking, encryption, backups, and compliance;
• all infrastructure, platform, and third-party service fees charged by Customer's cloud provider or vendors;
• deploying, operating, and updating the Moorcheh software in accordance with the Documentation; and
• ensuring that deployment and use comply with applicable laws and the Acceptable Use Policy.

Company does not routinely access Customer production environments in Sovereign Deployment unless separately agreed in writing for support purposes.

4. Restrictions

Customer shall not, and shall not permit End Users or third parties to:

• use the Services except as permitted by these Terms, the Subscription, and the Documentation;
• attempt to gain unauthorized access to the Services or related systems;
• reverse engineer, decompile, or disassemble the Services except to the extent prohibited by applicable law;
• copy, modify, or create derivative works of the Services except as expressly permitted for Sovereign Deployment under the license grant;
• resell, sublicense, or make the Services available to third parties except as expressly authorized in writing by Company;
• use the Services to build or offer a competing product or service, or to benchmark or copy features for competitive purposes without Company's prior written consent;
• upload or transmit malicious code, unlawful content, or content that infringes third-party rights;
• interfere with or disrupt the integrity or performance of the Services; or
• use the Services in violation of applicable law or the Acceptable Use Policy.

5. Fees, Billing, and Taxes

5.1 Marketplace Billing

Customer agrees to pay all fees applicable to the Subscription through Google Cloud Marketplace billing. Fees, billing frequency, and any usage-based charges are as stated in the Subscription and, for usage-based components, as described in the Documentation and pricing materials referenced by the Marketplace listing.

• Customer authorizes Company to report usage and consumption data to Google for Marketplace metering and billing purposes.
• Refunds, credits, and billing disputes related to Marketplace charges are handled in accordance with Marketplace policies and Google Cloud billing terms, except where Company expressly agrees otherwise in writing.
• If Marketplace payment fails and remains uncured after notice, Company may suspend the Services and may seek payment directly from Customer for undisputed amounts due.

5.2 Sovereign Infrastructure Costs

For the Sovereign Deployment Plan, the Subscription covers the license to the Moorcheh product and related entitlements procured through the Marketplace. Customer is solely responsible for all fees charged by its cloud provider or other vendors for infrastructure, compute, storage, networking, and third-party services used to operate the deployment. Such costs are not included in the Marketplace Subscription unless expressly stated in the Subscription.

5.3 Taxes

Fees are exclusive of taxes. Customer is responsible for applicable taxes associated with the Subscription, except for taxes based on Company's net income. Tax collection and remittance for Marketplace transactions are handled in accordance with Marketplace and Google Cloud billing practices.

6. Customer Data, Usage Data, and Privacy

6.1 Customer Data

As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Company a limited license to use, process, store, and transmit Customer Data solely to provide, maintain, secure, and improve the Services, calculate fees, provide support, and comply with applicable law.

6.2 Usage Data

Company may collect and use Usage Data to provide, maintain, operate, improve, and support the Services, and to calculate fees. Company will not disclose Usage Data to third parties except as necessary to provide the Services, comply with law, or where the Usage Data has been aggregated or anonymized so it cannot reasonably identify Customer or End Users.

6.3 Privacy

Company's collection and use of personal information in connection with the Moorcheh platform is described in our Privacy Policy. For Sovereign Deployment, Customer Data in production environments remains under Customer's control in Customer's environment, subject to any optional telemetry or license-compliance reporting described in the Documentation.

6.4 Data Export and Deletion (Managed GCP SaaS)

Upon termination or expiration of a Managed GCP SaaS Subscription, Customer may request export of Customer Data for up to thirty (30) days (the "Export Window"). During the Export Window, Company will make commercially reasonable export capabilities available as described in the Documentation. After the Export Window, Company may delete Customer Data from Managed GCP SaaS systems unless applicable law requires retention.

7. AI-Generated Content

Certain Services may generate responses, summaries, or other outputs using artificial intelligence ("AI Outputs"). AI Outputs may be inaccurate, incomplete, or inappropriate. Customer is solely responsible for reviewing, validating, and determining whether to rely on AI Outputs before use or distribution. The Services do not provide legal, medical, financial, or other professional advice. Company does not guarantee the accuracy, reliability, or suitability of AI Outputs.

8. Acceptable Use

Customer shall not use the Services to:

• violate any applicable law or regulation;
• infringe, misappropriate, or violate the rights of any person or entity;
• transmit malware, spam, or content that is unlawful, harmful, harassing, defamatory, or otherwise objectionable;
• attempt to extract, scrape, or harvest data from the Services except through documented APIs and within authorized limits; or
• process personal information without appropriate notices and consents where required by applicable law.

Company may investigate suspected violations and suspend or terminate access as described in Section 12.

9. Intellectual Property

9.1 Company Intellectual Property

Company and its licensors retain all right, title, and interest in the Moorcheh product, Services, software, algorithms, deployment materials, Documentation, and related intellectual property, including all improvements and derivatives thereof. No rights are granted except as expressly stated in these Terms.

9.2 Feedback

If Customer provides suggestions, ideas, or feedback regarding the Services, Company may use such feedback without restriction or obligation to Customer, provided that Company does not identify Customer as the source without permission.

10. Confidentiality

Each party may receive confidential information from the other. The receiving party will use reasonable care to protect such information and use it only to perform under these Terms. Confidentiality obligations do not apply to information that is publicly available without breach, already known without restriction, independently developed, or rightfully received from a third party. If disclosure is required by law, the receiving party will provide reasonable advance notice where permitted.

11. Third-Party Services

The Services may depend on or interoperate with third-party services, including Google Cloud Platform, cloud infrastructure providers, and large language model providers. Company is not responsible for third-party services, outages, policy changes, or acts or omissions of third parties not under Company's control. Customer's use of third-party services is subject to those providers' terms.

12. Suspension and Termination

12.1 Suspension

Company may suspend access to the Services if Customer materially violates these Terms, if required by law, or if undisputed fees remain unpaid after notice and a reasonable cure period. Company will use commercially reasonable efforts to provide advance notice except where immediate suspension is necessary to mitigate risk.

12.2 Termination

Either party may terminate the Subscription upon material breach by the other party if the breach is not cured within thirty (30) days after written notice. Either party may terminate if the other party becomes insolvent or subject to bankruptcy proceedings not dismissed within sixty (60) days. Company may terminate or discontinue Services in accordance with Marketplace policies and upon expiration of the Subscription term if not renewed.

12.3 Effect of Termination

• Customer must pay all undisputed fees accrued through the termination date.
• For Managed GCP SaaS, Section 6.4 (Export Window) applies.
• For Sovereign Deployment, Customer's license to use the Moorcheh product ends upon termination, and Customer must cease use and decommission the deployment unless otherwise required by applicable law.
• Customer must delete Company Confidential Information and, where applicable, Customer Credentials for Managed GCP SaaS.

12.4 Survival

Sections that by their nature should survive termination will survive, including Sections 4, 6, 7, 9, 10, 11, 13, 14, 15, and 16.

13. Warranties and Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR MEET CUSTOMER'S REQUIREMENTS.

14. Indemnification

14.1 By Company

Company will defend Customer against third-party claims alleging that the Services, when used by Customer in accordance with these Terms, infringe a U.S. patent, copyright, or trade secret, and will indemnify Customer for damages finally awarded or approved settlements, subject to Customer giving prompt notice, cooperation, and sole control of the defense to Company. Company has no obligation for claims arising from Customer Data, Customer Systems, modifications not made by Company, or use contrary to these Terms. This Section states Company's exclusive remedy and entire liability for infringement claims.

14.2 By Customer

Customer will defend and indemnify Company against third-party claims arising from Customer Data, Customer Systems, AI Outputs used or published by Customer, or Customer's breach of these Terms or applicable law.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS, A PARTY'S BREACH OF SECTION 4 OR 10, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

16. General

16.1 Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Delaware, except that either party may seek injunctive relief in any court of competent jurisdiction.

16.2 Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, pandemics, government actions, or failures of third-party infrastructure or telecommunications, except that payment obligations are not excused.

16.3 Export and Sanctions

Customer represents that it is not located in, organized in, or a national of a country subject to U.S. embargo or sanctions, and is not on any U.S. government restricted-party list. Customer will comply with applicable export control and sanctions laws.

16.4 Anti-Corruption

Each party will comply with applicable anti-bribery and anti-corruption laws.

16.5 Assignment

Customer may not assign these Terms without Company's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, with notice. Company may assign these Terms in connection with a merger, acquisition, or sale of assets.

16.6 Notices

Legal notices to Company must be sent to support@moorcheh.ai. Notices to Customer may be sent to the email address associated with the Marketplace Subscription or Customer's Moorcheh account.

16.7 Amendments

Company may update these Terms by posting a revised version at moorcheh.ai/legal/marketplace-terms. Material changes will be effective no sooner than thirty (30) days after posting unless required by law. Continued use of the Services after the effective date constitutes acceptance. If Customer objects to material changes, Customer's remedy is to stop using the Services and cancel the Subscription before the effective date.

16.8 Entire Agreement

These Terms, together with the Subscription, Privacy Policy, and Documentation, constitute the entire agreement between the parties regarding Services procured through this Marketplace listing and supersede prior agreements on the same subject matter, except for any separately executed written agreement signed by both parties.

16.9 Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.