Terms of Service

3.1 Description

Anso provides an AI-powered enterprise intelligence platform that may include, depending on the applicable SOW:

• AI-conducted voice interviews with employees to discover workflows, processes, and operational patterns.
• Analysis and synthesis of interview data to identify inefficiencies, bottlenecks, and transformation opportunities.
• Generation of Deliverables including workflow maps, transformation roadmaps, executive summaries, and departmental reports.
• Construction and maintenance of an Intelligence Base trained on validated organizational knowledge.
• Ongoing intelligence services including periodic refresh cycles and continuous monitoring capabilities.

The specific Services to be provided are defined in each SOW.

3.2 Service Tiers

Anso offers Services across multiple engagement models, which may include:

• Discovery Engagements: One-time diagnostic assessments with defined Deliverables and timelines.
• Intelligence Base Engagements: Implementation of a sovereign Intelligence Base with ongoing subscription for maintenance and refresh.
• Continuous Intelligence Subscriptions: Always-on interview, analysis, and intelligence capabilities with real-time updates.

Details of scope, pricing, and service levels for each engagement are specified in the applicable SOW.

3.3 Service Modifications

Anso may update or modify the Platform's features, functionality, and user interface from time to time to improve the Services. We will provide reasonable notice of material changes that reduce core functionality. Such modifications do not alter the scope of Services defined in an active SOW without mutual written agreement.

4.1 Cooperation

Client agrees to cooperate with Anso in good faith to facilitate the delivery of Services, including:

• Providing accurate and timely organizational documentation, context, and materials as reasonably requested.
• Designating a primary point of contact with authority to make decisions and provide approvals on behalf of Client.
• Ensuring Authorized Users and Participants are informed about the nature of the Services and their participation.
• Providing timely feedback and approvals within agreed timelines. Delays caused by Client may result in corresponding adjustments to delivery schedules.

4.2 Employee Participation and Consent

Client is responsible for:

• Obtaining all necessary consents, authorizations, and approvals from Participants prior to their participation in AI-conducted interviews, including any consents required under applicable biometric data laws.
• Informing Participants about the nature of the AI interview process, including that interviews are conducted by artificial intelligence, recorded, and transcribed.
• Ensuring that participation is voluntary and that Participants are not coerced or penalized for declining to participate.
• Complying with all applicable employment, labor, and data protection laws in connection with Participant involvement.

Anso provides template consent language and compliance guidance to support Client in meeting these obligations, but Client retains sole responsibility for obtaining valid consent.

4.3 Acceptable Use

Client agrees not to, and shall ensure that Authorized Users and Participants do not:

• Use the Services for any unlawful purpose or in violation of any applicable law or regulation.
• Attempt to reverse engineer, decompile, or disassemble any aspect of the Platform.
• Interfere with or disrupt the integrity or performance of the Services.
• Attempt to gain unauthorized access to any systems or networks connected to the Services.
• Use the Services to conduct surveillance, monitoring, or assessment of employees in a manner that violates applicable law or the employee's reasonable expectations as communicated by Client.
• Submit content that is defamatory, obscene, threatening, or otherwise objectionable.
• Resell, sublicense, or make the Services available to third parties without Anso's prior written consent.

5.1 Fees

Client agrees to pay the fees specified in the applicable SOW. Fees may include:

• One-time project fees for Discovery Engagements and Intelligence Base implementations.
• Recurring subscription fees for ongoing Intelligence Base maintenance and Continuous Intelligence services.
• Per-interview fees where applicable.
• Additional fees for out-of-scope work, as mutually agreed in writing.

5.2 Payment Terms

Unless otherwise specified in the SOW:

• One-time project fees are invoiced as specified in the SOW (typically a portion upon execution and the remainder upon delivery).
• Subscription fees are invoiced in advance on a monthly or annual basis as specified in the SOW.
• Payment is due within thirty (30) days of the invoice date.
• All fees are stated in U.S. dollars unless otherwise specified.

5.3 Taxes

All fees are exclusive of applicable taxes. Client is responsible for all sales, use, value-added, withholding, and similar taxes, except for taxes based on Anso's income.

5.4 Late Payment

Overdue payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Anso may suspend access to the Services upon thirty (30) days' written notice of overdue payment if the balance remains unpaid.

5.5 Fee Changes

For subscription engagements, Anso may adjust fees upon renewal by providing at least sixty (60) days' written notice prior to the start of the renewal term.

6.1 Anso Platform and Technology

Anso and its licensors retain all right, title, and interest in and to the Platform, including all software, algorithms, models, methodologies, frameworks, interview scripts, analysis tools, and underlying technology (collectively, "Anso IP"). Nothing in these Terms transfers ownership of Anso IP to Client.

For clarity, Anso IP includes:

• The AI interview engine and conversational methodology.
• Proprietary analysis algorithms, synthesis frameworks, and prompt architectures.
• Platform software, user interfaces, and infrastructure.
• Aggregated, anonymized learnings derived from providing Services to multiple clients (which do not include Client Data or Deliverables).

6.2 Client Data

Client retains all right, title, and interest in and to Client Data. Client grants Anso a limited, non-exclusive, non-transferable license to use Client Data solely as necessary to perform the Services during the term of the engagement.

6.3 Deliverables

Upon full payment of applicable fees, Client owns all right, title, and interest in the Deliverables produced for Client under an SOW, including reports, workflow maps, roadmaps, and executive summaries. Anso retains no rights to Client-specific Deliverables except as necessary for warranty support and as described in Section 6.5.

6.4 Intelligence Base

For engagements that include an Intelligence Base:

• Client owns the Intelligence Base content, including all validated workflows, organizational knowledge, and structured data derived from Client Data.
• Client owns the fine-tuned model weights produced for Client's exclusive use.
• Anso retains ownership of the underlying training pipeline, tooling, and methodology used to construct the Intelligence Base.
• Upon termination, Client may request export of the Intelligence Base content and fine-tuned model weights in standard formats.

6.5 Aggregated Learnings

Anso may use aggregated, anonymized, and de-identified data derived from the provision of Services to improve the Platform, develop benchmarks, and enhance its methodologies — provided such data does not identify Client, any Participant, or any Client-specific workflows. Client Data is never used to train AI models for other clients or for general-purpose model training.

6.6 Feedback

If Client provides suggestions, ideas, or feedback about the Services ("Feedback"), Anso may use such Feedback without restriction or obligation, provided such use does not disclose Client's confidential information.

7.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with these Terms that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes Client Data, Interview Data, Deliverables, Anso's pricing and technology details, and business strategies of either party.

7.2 Obligations

The Recipient agrees to:

• Protect the Discloser's Confidential Information using at least the same degree of care it uses for its own confidential information, and no less than reasonable care.
• Use Confidential Information only for the purposes contemplated by these Terms.
• Limit access to Confidential Information to those employees, contractors, and subprocessors who need access to perform under these Terms and who are bound by obligations of confidentiality.

7.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient prior to disclosure; (c) is independently developed by the Recipient without use of the Discloser's Confidential Information; or (d) is rightfully received from a third party without restriction.

7.4 Required Disclosures

The Recipient may disclose Confidential Information if required by law, regulation, or court order, provided that the Recipient gives the Discloser prompt notice (where legally permitted) and cooperates with the Discloser's efforts to obtain protective treatment.

7.5 Duration

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

8.1 Privacy Policy

Anso's collection, use, and handling of personal data is governed by our Privacy Policy, available at tryanso.com/privacy, which is incorporated into these Terms by reference.

8.2 Data Processing

Where Anso processes personal data on behalf of Client, Anso acts as a data processor and Client acts as the data controller. The parties will execute a Data Processing Addendum ("DPA") upon Client's request, which will govern such processing and incorporate standard contractual clauses for international data transfers where applicable.

8.3 Data Security

Anso implements appropriate technical and organizational measures to protect Client Data against unauthorized access, loss, alteration, or destruction. These measures are described in our Privacy Policy and may be further detailed in the applicable DPA.

8.4 Subprocessors

Anso uses third-party subprocessors to deliver the Services, including AI service providers (currently Anthropic, OpenAI, and ElevenLabs), cloud infrastructure providers, and data storage services. A current list of subprocessors is available upon request. Anso will provide Client with reasonable advance notice of material changes to its subprocessor list.

8.5 No Model Training by Third Parties

Anso has contractually ensured that no Client Data processed through our AI subprocessors is used to train third-party AI models. Client Data submitted through the Anthropic, OpenAI, and ElevenLabs APIs is not used by those providers for model training or improvement.

8.6 Data Retention and Deletion

Data retention periods are described in our Privacy Policy. Upon termination of an engagement, Anso will delete or return Client Data in accordance with the Privacy Policy and any applicable DPA, subject to any legal retention obligations.

9.1 By Anso

Anso represents and warrants that:

• The Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
• The Platform will materially conform to its documentation during the term of the engagement.
• Anso has the legal right and authority to enter into these Terms and perform the Services.
• Anso will comply with all laws applicable to its performance of the Services.
• To Anso's knowledge, the Platform does not infringe any third party's intellectual property rights.

9.2 By Client

Client represents and warrants that:

• Client has the legal right and authority to enter into these Terms and to provide Client Data to Anso.
• Client has obtained all necessary consents and authorizations to permit Anso to process Client Data and Interview Data as contemplated by the Services.
• Client Data does not violate any applicable law or third-party rights.
• Client will use the Services and Deliverables in compliance with all applicable laws.

9.3 AI-Generated Output Disclaimer

Client acknowledges that Deliverables and Intelligence Base outputs are generated with the assistance of artificial intelligence and are intended to inform decision-making, not replace professional judgment. Specifically:

• AI-generated insights, recommendations, and analyses are based on the data and information available and may contain inaccuracies or incomplete information.
• Deliverables should be reviewed by qualified personnel before being relied upon for business decisions.
• Anso does not guarantee the accuracy, completeness, or suitability of AI-generated outputs for any specific purpose.
• Client retains sole responsibility for all decisions made based on the Deliverables and Intelligence Base outputs.

10.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, goodwill, or data, arising out of or related to these Terms, regardless of the theory of liability and even if the party has been advised of the possibility of such damages.

10.2 Cap on Liability

Except for (a) Client's payment obligations, (b) either party's indemnification obligations, and (c) breaches of Section 7 (Confidentiality), each party's total aggregate liability arising out of or related to these Terms shall not exceed the total fees paid or payable by Client to Anso during the twelve (12) month period immediately preceding the event giving rise to the claim.

10.3 Basis of the Bargain

The limitations in this Section 10 reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. The parties would not have entered into these Terms without these limitations.

11.1 By Anso

Anso will defend, indemnify, and hold harmless Client from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Anso's infringement of a third party's intellectual property rights through the Platform; or (b) Anso's material breach of its confidentiality or data protection obligations under these Terms. If the Platform becomes or is likely to become the subject of an infringement claim, Anso may, at its option, modify the Platform to be non-infringing, procure the right for Client to continue using the Platform, or terminate the affected SOW and refund pre-paid fees for the unused period.

11.2 By Client

Client will defend, indemnify, and hold harmless Anso from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Client Data or Client's use of the Services in violation of these Terms or applicable law; (b) Client's failure to obtain necessary consents from Participants; or (c) any claim by a Participant related to their participation in AI-conducted interviews where such claim arises from Client's failure to comply with Section 4.2.

11.3 Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. Failure to provide timely notice reduces the indemnifying party's obligations only to the extent it is materially prejudiced.

12.1 Term

These Terms are effective upon acceptance and continue until all SOWs have expired or been terminated. Each SOW specifies its own term, including any renewal provisions.

12.2 Termination for Convenience

Either party may terminate an SOW for convenience upon sixty (60) days' written notice, subject to payment obligations for Services rendered and any minimum commitment specified in the SOW.

12.3 Termination for Cause

Either party may terminate these Terms or any SOW immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice; or (b) becomes subject to bankruptcy, insolvency, receivership, or similar proceedings.

12.4 Effects of Termination

Upon termination:

• Client's access to the Platform will be suspended and then terminated.
• Each party will return or destroy the other's Confidential Information, subject to legal retention requirements.
• Anso will make Client Data and Deliverables available for export for thirty (30) days following the effective date of termination. After this period, Anso will delete Client Data in accordance with the Privacy Policy.
• For Intelligence Base engagements, Client may request export of Intelligence Base content and fine-tuned model weights during the thirty (30) day export period.
• Client remains responsible for payment of all fees accrued prior to termination.

12.5 Survival

The following sections survive termination: Section 6 (Intellectual Property), Section 7 (Confidentiality), Section 8 (Data Protection and Privacy), Section 9.3 (AI Output Disclaimer), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12.4 (Effects of Termination), Section 12.5 (Survival), and Section 14 (General Provisions).

13.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute arising under these Terms through good-faith negotiation. Either party may initiate this process by providing written notice describing the dispute. The parties will endeavor to resolve the dispute within thirty (30) days of such notice.

13.2 Arbitration

If the dispute is not resolved through informal negotiation, either party may submit the dispute to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

13.4 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

14.1 Entire Agreement

These Terms, together with all SOWs, the Privacy Policy, and any DPA, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

14.2 Amendments

These Terms may only be amended in writing signed by both parties. Anso may update these Terms from time to time for website visitors and prospective clients; material changes will be posted to our website with reasonable advance notice.

14.3 Assignment

Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations under these Terms.

14.4 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

14.5 Waiver

No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right constitutes a waiver of that right.

14.6 Force Majeure

Neither party will be liable for delays or failure to perform caused by events beyond its reasonable control, including natural disasters, pandemics, government actions, internet or telecommunications failures, or third-party service outages, provided the affected party gives prompt notice and uses commercially reasonable efforts to mitigate the impact.

14.7 Notices

All notices required or permitted under these Terms must be in writing and sent to the addresses specified in the applicable SOW or to the following:

14.8 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

14.9 No Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any person or entity other than the parties, except that Client's indemnification obligations under Section 11.2 extend to Anso's affiliates, officers, directors, and employees.

14.10 Publicity

Neither party will use the other party's name, logo, or trademarks in any public statement, press release, or marketing material without the other party's prior written consent, except that Anso may include Client's name in a general client list unless Client opts out in writing.