Terms of Service

1. Service description

Boreal is an AI-powered software service that helps finance and supply chain analysts process spreadsheet data faster and reduce manual "Excel carpentry". The Service can ingest and process your data, generate suggestions, and produce other outputs via artificial intelligence models and related algorithms (the "AI Features").

The Service targets business and operational datasets with minimal personal data. We may update or modify the Service at any time, including adding or removing features.

2. Eligibility

• You are at least 18 years old and have the legal capacity to enter into a binding contract.
• You are not barred from using the Service under applicable law.
• If you use the Service on behalf of an organization, you are authorized to do so.

3. Accounts and access

Registration. You must create an account with accurate, current, and complete information and keep it updated.

Security. You are responsible for safeguarding your credentials and for all activities under your account. Notify us promptly of any unauthorized use or security incident.

Organizational workspaces. If you join a company workspace, that organization owns the workspace and associated data, may manage user access, and may receive usage information about the workspace.

4. Customer data, telemetry, and AI outputs

Definitions. "Customer Data" means any data, files, content, prompts, or other materials you submit to the Service. "Telemetry Data" means aggregated or anonymized technical and usage data we collect automatically. "Service Improvement Data" means Customer Data, Telemetry Data, and outputs that we use to operate, secure, and improve the Service and the AI models that power it. You retain ownership of your Customer Data, subject to the licenses granted here.

License. You grant Boreal a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and otherwise use Customer Data as needed to provide, secure, support, and improve the Service, comply with law, and enforce these Terms. Where required by law or a separate written agreement, we can limit the use of Customer Data for model training.

Outputs. Subject to these Terms and your rights in the underlying data, you may use the outputs generated by the Service (the "Outputs") for your internal business purposes. To the extent permitted by law and any third-party model terms, we assign to you our rights in the Outputs generated for you. You are solely responsible for reviewing Outputs before relying on them.

Improvement. We may use Service Improvement Data to operate, protect, and improve the Service and to develop new models. We apply aggregation, anonymization, or pseudonymization where reasonable and will not use the data to expose your confidential information to other customers. Opt-out or stricter handling can be arranged in a separate written agreement when required.

5. Data protection, privacy, and location

Our Privacy Policy (incorporated by reference) explains how we collect and use personal data. You are responsible for having a valid legal basis to upload personal data, providing required notices, and minimizing personal data when possible.

Do not upload sensitive or regulated data (such as health, biometric, payment card, or children’s data) unless a separate written agreement allows it. We leverage reputable cloud providers (including Microsoft Azure) and may process Customer Data in the United States or other countries. By using the Service, you consent to such transfers subject to applicable law.

We collect Telemetry Data (feature usage, performance, error reports, environment data) to monitor reliability, detect abuse, and guide product decisions. Telemetry systems are designed to avoid directly identifying personal data and may be used to produce anonymized statistics.

6. Acceptable use

Do not use the Service to:

• Violate any law or regulation.
• Upload unlawful, harmful, infringing, or objectionable content.
• Process data you lack rights to use.
• Reverse engineer or circumvent security, authentication, or quota limits.
• Run high-risk use cases where failure could cause serious harm.
• Train competing services with Outputs (unless expressly permitted).
• Contravene the sensitive data restrictions noted above.

We may suspend or terminate access for violations or risk to Boreal or others.

7. AI-specific disclaimers

The Service uses probabilistic AI models that may produce incorrect, incomplete, or inconsistent results. The Service does not replace professional judgment. You are responsible for reviewing Outputs and applying appropriate human oversight before using them in critical or external workflows. The Service does not provide legal, financial, tax, or consulting advice.

8. Third-party services

The Service may rely on third-party services (cloud providers, identity providers, AI model vendors, etc.). Your use of those services is subject to their terms and policies. We are not responsible for third-party services, their availability, or their acts or omissions.

9. Plans, fees, and payment

We may offer free, trial, and paid plans with different limits. Plans and prices may change at any time. Paid plans require timely payment of fees plus any applicable taxes. Fees are generally non-refundable. Failure to pay may result in suspension, termination, or downgrade after reasonable notice.

10. Intellectual property

Boreal and its licensors retain all rights in the Service, including software, interfaces, models, branding, and documentation, excluding Customer Data and Outputs as described above. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your internal business purposes in accordance with these Terms.

If you provide feedback, you grant Boreal a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate it without obligation.

11. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked or should reasonably be understood as confidential. Customer Data is treated as your Confidential Information.

Each party will use the other party’s Confidential Information only as needed to fulfill these Terms, will not disclose it except to personnel and service providers under similar obligations, and will protect it with reasonable care. Obligations do not apply to information that is public, already known, independently developed, or obtained lawfully from third parties.

12. Service availability and support

We aim to provide a reliable Service, but downtime may occur for maintenance, updates, or failures. Features and limits may change. Any formal service levels or support commitments must be agreed separately or described in your specific plan.

13. Disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available" without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of dealing. We do not warrant that the Service or Outputs will be error-free, uninterrupted, accurate, or meet your requirements.

14. Limitation of liability

To the maximum extent permitted by law, Boreal is not liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business opportunities. Our total aggregate liability is limited to the greater of (a) fees you paid in the twelve months preceding the claim, or (b) USD 100 (or the equivalent) if you use a free or trial plan. Some jurisdictions do not allow certain limitations, so they may apply only to the extent permitted by law.

15. Indemnification

You agree to indemnify and hold harmless Boreal and its affiliates, officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Service or Outputs in violation of these Terms or law, (b) Customer Data (including allegations of infringement or illegality), or (c) your interactions with third parties relating to the Service.

16. Term and termination

These Terms apply from your first use of the Service until terminated. You may stop using the Service and request account closure at any time. We may suspend or terminate your access if you breach these Terms, create security, legal, or operational risk, or if required by law. Upon termination, your right to access the Service ends. We may delete or anonymize Customer Data after a retention period unless law requires retention. Sections that should survive (ownership, confidentiality, disclaimers, limitations, indemnities) will remain in effect.

17. Changes to these Terms

We may modify these Terms from time to time. When we do, we will update the "Last updated" date and may provide additional notice. Continued use after changes take effect constitutes acceptance. If you disagree, you must stop using the Service.

18. Governing law and disputes

These Terms are governed by the laws of Colombia, without regard to conflict-of-law rules. Disputes will be brought exclusively in the courts located in Bogotá D.C., Colombia, and the parties consent to personal jurisdiction there, subject to any mandatory consumer-protection rules that apply to individual users.

19. Export compliance

You agree to comply with all applicable export control and sanctions laws. You represent that you are not located in or a resident of any restricted jurisdiction and that you are not a denied or restricted party. You will not use the Service for prohibited purposes.

20. Miscellaneous

• Entire agreement. These Terms plus any order forms or written agreements form the entire agreement between you and Boreal.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with corporate transactions.
• Severability. If any provision is unenforceable, the remainder stays in effect.
• No waiver. Failure to enforce a provision is not a waiver.
• Force majeure. We are not liable for failure or delay caused by events beyond our reasonable control.
• Language. If these Terms are provided in multiple languages, the Spanish version controls unless prohibited by law.

21. Contact

If you have questions about these Terms, contact us at info@haruk.co or mail HARUK S.A.S., Calle 12B #10-50, Bogotá D.C., Colombia.