Terms of Service — Transit AI

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a binding legal agreement between you (“Customer,” “you,” or “your”) and Transit AI Software Inc., a Delaware corporation with its principal place of business at 1465 Audubon Ave, Baton Rouge, LA 70806 (“Transit AI,” “we,” “us,” or “our”), governing your access to and use of the software, services, websites, and applications offered by Transit AI, including the platform available at https://transitai.app (collectively, the “Service”).

BY CREATING AN ACCOUNT, CLICKING “I AGREE,” OR ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE SERVICE.

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 19. PLEASE REVIEW CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity, in which case “Customer,” “you,” and “your” refer to that entity.

2. Definitions

“Account” means a registered user account on the Service.
“Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of, or the power to direct, fifty percent (50%) or more of the voting interests of an entity.
“AI Provider” means a third-party artificial intelligence service provider, including without limitation Anthropic, PBC (“Anthropic”) and OpenAI, Inc. (“OpenAI”).
“Authorized User” means an individual whom Customer authorizes to use the Service on Customer’s behalf and who has been issued login credentials.
“BYOK” means “Bring Your Own Key,” referring to the option for Customer to provide their own API credentials for an AI Provider.
“Confidential Information” means any non-public information of a party or its Affiliates, in any form, that the receiving party knows or reasonably should know is proprietary or confidential, including non-public pricing, technical information, security information, and business information.
“Customer Data” means any data, information, or material that Customer or its Authorized Users provide, input, or make available to the Service, including credentials, configurations, and output collected from Customer Systems.
“Customer Systems” means the network devices, servers, infrastructure, and other systems to which Customer grants the Service access.
“Documentation” means the technical documentation, manuals, and specifications for the Service that Transit AI generally makes available, as revised from time to time.
“Output” means any analysis, summary, recommendation, response, report, or other content generated by the Service.
“Subscription” means a paid subscription to the Service.

3. Eligibility

You must be at least eighteen (18) years of age and capable of forming a binding contract under applicable law to use the Service. By using the Service, you represent and warrant that you meet these requirements. The Service is not directed to or intended for use by minors, and we do not knowingly collect information from individuals under 18.

4. Description of Service

The Service is a software-as-a-service platform that uses artificial intelligence to perform read-only investigations on network devices, servers, and related infrastructure that Customer authorizes for access. The Service is designed to gather, analyze, and summarize information from Customer Systems, but is not intended to make configuration changes to those systems.

IMPORTANT — NATURE OF THE SERVICE:

(a) The Service is designed and intended to operate in a read-only capacity with respect to Customer Systems. Customer acknowledges, however, that the technical means by which the Service interacts with Customer Systems may rely on protocols, sessions, and credentials that are not inherently restricted to read-only operations at the network or operating-system level. Customer is solely responsible for configuring credentials, access controls, and permissions on Customer Systems to enforce the read-only scope it desires.

(b) The Service relies on artificial intelligence models that may produce inaccurate, incomplete, outdated, or misleading Output. Output may contain errors, “hallucinations,” or fabrications, and should not be relied upon as the sole basis for any operational, security, financial, or business decision. Customer is solely responsible for independently verifying any Output before acting on it.

(c) The Service is not a substitute for professional judgment, qualified IT or security personnel, or established change-management and incident-response processes.

(d) No software is perfectly secure or error-free. Customer acknowledges that all software, including the Service, carries inherent security and reliability risks, and that Transit AI cannot and does not guarantee that the Service — or any safeguard, permit list, redaction filter, or approval step within it — will prevent every unintended, unauthorized, or harmful action.

(e) The Service’s command policy gate is applied per vendor and is not uniform across all targets. For supported network-device vendors, commands proposed by the AI are screened against a default-deny, read-only permit list before Customer may approve them. For generic Linux or Unix systems, and for any custom vendor that Customer defines, no command permit list applies — the Service does not screen proposed commands against an allow/deny list and instead relies solely on Customer’s explicit, per-command approval, which the Service requires for every command on those targets and does not permit to be bypassed by any “always allow” shortcut. Customer agrees to exercise heightened care when using the Service against such systems, to review each proposed command before approving it, and to provision least-privilege, read-only credentials accordingly.

5. Accounts and Registration

5.1 Registration. To use the Service, Customer must register for an Account and provide accurate, current, and complete information. Customer is responsible for: (a) maintaining the confidentiality of Account credentials; (b) all activities that occur under the Account; (c) promptly notifying Transit AI of any unauthorized access or use; and (d) ensuring that all Authorized Users comply with these Terms. Transit AI may suspend or terminate an Account that contains inaccurate information, is used in violation of these Terms, or poses a security risk.

5.2 Authorized Users. All restrictions on access to and use of the Service apply equally to Authorized Users. Customer will take all necessary steps to ensure Authorized User compliance, is responsible for all activity that occurs under its Account (whether or not by an Authorized User), and is liable for any violation of these Terms by any Affiliate, employee, or agent.

5.3 Customer Security. Customer shall: (a) not use any user-defined or free-text fields in the Service to store or transmit sensitive personally identifiable information; (b) notify Transit AI without undue delay of any unauthorized use of any login credentials or any other known or suspected breach of security; and (c) report to Transit AI without undue delay, and use reasonable efforts to stop, any copying or distribution of content that Customer knows or reasonably suspects to be infringing or unlawful.

6. Subscriptions, Fees, and Payment

6.1 Subscription Plans. The Service is offered through tiered Subscriptions with monthly or annual billing terms. The features, usage limits, and pricing for each tier are described on https://transitai.app and may be updated from time to time. By subscribing, you authorize Transit AI (and its payment processors) to charge the applicable fees to the payment method on file.

6.2 Automatic Renewal. Subscriptions automatically renew at the end of each billing cycle (monthly or annual, depending on the Subscription term selected at sign-up) at the then-current rate until cancelled. Customer may cancel at any time through Account settings, with cancellation taking effect at the end of the then-current billing cycle.

6.3 Bring Your Own Key (BYOK). Each Subscription includes, at no additional charge, the option for Customer to provide its own API key issued by Anthropic or OpenAI (the “BYOK Option”). Under the BYOK Option:

(a) Customer is solely responsible for obtaining, maintaining, paying for, and complying with the terms of service of the applicable AI Provider;

(b) Customer authorizes Transit AI to transmit prompts and Customer Data to the AI Provider using Customer’s API key as needed to operate the Service;

(c) Transit AI is not responsible for fees, rate limits, model availability, errors, outages, or other matters arising from the AI Provider; and

(d) Customer’s API key is stored and transmitted as described in our Privacy Policy.

6.4 Taxes. The fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, which Customer is responsible for paying. To the extent Transit AI is required to collect such taxes, they will be added to Customer’s invoice.

6.5 No Refunds. Except where required by applicable law, all fees are non-refundable. Cancellation of a Subscription does not entitle Customer to a refund of fees already paid for the current billing period.

6.6 Price Changes. Transit AI may modify Subscription fees upon at least thirty (30) days’ notice. Continued use of the Service after the effective date constitutes acceptance of the new fees.

6.7 Usage Overage. Each paid Subscription tier includes a monthly usage allowance. For the Pro and Max tiers, usage overage is enabled by default: if Customer’s usage in a billing period exceeds the tier’s included allowance, the Service continues to operate and the additional usage is billed at a metered rate equal to one and one-quarter times (1.25×) the underlying AI Provider’s per-token cost, subject to a maximum overage charge per billing period equal to two times (2×) the tier’s monthly Subscription fee (the current per-tier overage caps are described on https://transitai.app). The Operator tier is not eligible for overage and is capped at its included allowance. Customer may disable overage at any time through Account settings; for team Subscriptions, the team administrator may enable or disable overage for each member. With overage disabled, the Service pauses AI usage at the included allowance until the next billing period. Overage charges, if any, are billed on the next regular invoice and are subject to Section 6.5 (No Refunds).

6.8 Failed or Late Payment. If a charge cannot be collected when due, Transit AI will contact Customer regarding the delinquency. Transit AI reserves the right to charge interest of up to one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law) on past-due amounts, and to suspend or terminate the Service if amounts remain unpaid ten (10) days after notice of the delinquency. Customer agrees to keep its billing and contact information complete and accurate.

6.9 Trial or Pilot Services.

(a) Trial Services. From time to time, in its sole discretion, Transit AI may offer Services on a low- or no-cost basis for testing or evaluating the Services, in whole or in part, prior to purchase of a Subscription, or for new Services functionality that may be offered in the future (“Trial Services”). The terms of this Section 6.9 apply to Trial Services to the exclusion of other terms of these Terms concerning the same or similar matters.

(b) Trial Term. The duration of any Trial Services (the “Trial Term”) is as stated on https://transitai.app or otherwise indicated in writing at the time the trial is offered. Transit AI will use commercially reasonable efforts to keep Customer apprised of the remaining days in the Trial Term through Customer’s account, and Customer may contact Transit AI to request confirmation of the remaining days.

(c) Payment Method; Automatic Conversion. As a condition of providing Trial Services, Transit AI may require Customer to provide a valid payment method. Unless Customer cancels before the end of the Trial Term, the trial converts automatically to a paid Subscription at the tier and rate disclosed when the trial was started, and the payment method on file is charged on the first day after the Trial Term ends. The conversion date and amount are disclosed before the payment method is collected. Customer may cancel at any time during the Trial Term through Account settings and will owe nothing. Continued use of the Services after the Trial Term ends constitutes acceptance of the Services and of these Terms for the applicable Subscription.

(d) One Trial Per Customer. Trial Services are limited to one per customer. If Customer (or Customer’s payment method) has previously been used for Trial Services, a new trial is not available, and any subscription started will be billed immediately at the applicable Subscription rate — this is disclosed before checkout.

(e) Usage Allowance. Trial Services may include a usage allowance. If Customer exhausts any allowance available during the Trial Term, and unless otherwise agreed in writing by Transit AI, additional usage may not be provided without purchase of an applicable Subscription.

(f) Disclaimer of Warranties. During the Trial Term, no warranties are provided concerning the Services, including without limitation the warranties in Section 12. THE TRIAL SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRANSIT AI DISCLAIMS ALL WARRANTIES INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS, NON-INFRINGEMENT, OR AVAILABILITY, AND ANY GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL OPERATE STRICTLY AS READ-ONLY UNDER ALL CONDITIONS REGARDLESS OF CUSTOMER CONFIGURATION.

(g) Limitation of Liability. IN NO EVENT WILL TRANSIT AI, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE TRIAL SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TRANSIT AI’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE TRIAL SERVICES EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE INDEMNIFICATION OBLIGATIONS OF SECTION 15 DO NOT APPLY TO TRIAL SERVICES.

7. Customer Representations and Responsibilities

7.1 Authority Over Customer Systems. Customer represents and warrants that, with respect to each network device, server, system, or other infrastructure to which Customer grants the Service access:

(a) Customer owns the system or has obtained all rights, licenses, permissions, consents, and authorizations necessary to grant Transit AI and the Service access for the purposes contemplated by these Terms;

(b) Customer’s grant of access does not violate any applicable law, regulation, contract, policy, or third-party right; and

(c) Customer has provided all notices and obtained all consents required to permit the collection, transmission, and processing of any data (including personal data) that may be observed by the Service.

7.2 Credentials and Access Controls. Customer is responsible for (a) issuing, securing, and managing all credentials used by the Service; (b) configuring those credentials to enforce least-privilege and read-only access where desired; (c) revoking credentials when no longer needed; and (d) auditing the Service’s activity on Customer Systems.

7.3 Compliance. Customer is responsible for ensuring that its use of the Service complies with all applicable laws and regulations, including without limitation those relating to data protection, privacy, export control, computer fraud, and unauthorized access.

7.4 Acceptable Use. Customer agrees not to, and not to permit any Authorized User or third party to:

(a) reproduce, publish, display, distribute, sell, sublicense, transfer, rent, lease, loan, or otherwise make the Service available to any third party, except as expressly permitted;

(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service, except to the extent such restriction is prohibited by applicable law;

(d) remove any proprietary notices, labels, trademarks, or service marks on the Service;

(e) merge the Service with another program, except as authorized by the Documentation;

(f) use the Service for any purpose other than as expressly permitted by these Terms;

(g) access or attempt to access any system, network, or data without authorization;

(h) use the Service in violation of any applicable law or regulation;

(i) interfere with, disrupt, or compromise the integrity, security, or performance of the Service, or introduce malware, viruses, or other harmful code;

(j) bypass or attempt to bypass usage limits, rate limits, or other technical restrictions;

(k) use the Service to develop a competing product or service; or

(l) use the Service or any Output in a manner that violates the acceptable use, usage, or content policies of any applicable AI Provider (including without limitation the Anthropic Usage Policy and the OpenAI Usage Policies), as those policies may be updated from time to time, or attempt to circumvent, disable, or defeat any content-safety or abuse-prevention measure of the Service or any AI Provider (including by attempting to extract model weights, training data, or underlying system prompts).

Customer further agrees that it is solely responsible for the content of all prompts submitted by Customer or any Authorized User using the Service.

7.5 Verification of Output. Customer acknowledges and agrees that it shall not rely solely on Output to make any operational, security, financial, legal, or other consequential decision, and shall independently verify Output before taking action.

7.6 Critical Infrastructure. The Service is not intended for, and Customer shall not use the Service in connection with, nuclear facilities, critical infrastructure, life-safety systems, or any other application where failure or inaccuracy could result in death, personal injury, or severe environmental or property damage.

7.7 Usage Review. Transit AI may examine its own records of Customer’s access to and use of the Service to verify compliance with these Terms, both during the term and for six (6) months afterward. For the avoidance of doubt, this does not grant Transit AI any right to access, audit, or otherwise inspect Customer’s networks or systems.

7.8 Informed Use; Documentation. Customer represents that, before using the Service against any system, Customer and its Authorized Users have reviewed the Documentation (available at https://transitai.app/docs/) and understand how the Service operates, including the read-only design and its limits described in Section 4, the scope and limitations of the command policy gate (including that it does not apply a command permit list to generic Linux or Unix systems or to custom vendors), Customer’s responsibility to independently verify Output, and Customer’s responsibility to review and approve each proposed command. Customer agrees to use the Service consistent with the Documentation and to ensure that its Authorized Users do the same.

8. Customer Data

8.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data.

8.2 License to Transit AI. Customer grants Transit AI a non-exclusive, worldwide, royalty-free license to access, use, process, copy, transmit, display, and store Customer Data solely to the extent necessary to provide, maintain, support, and improve the Service and to comply with legal obligations.

8.3 Privacy. Transit AI’s collection, use, and disclosure of personal information is described in our Privacy Policy, which is incorporated by reference.

8.4 Security. Transit AI will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data. However, no system is completely secure, and Transit AI cannot guarantee absolute security.

8.5 Service Improvement. Transit AI may collect and use aggregated, anonymized, or de-identified data derived from Customer’s use of the Service for the purposes of operating, analyzing, and improving the Service, provided such data does not identify Customer or any individual.

9. Intellectual Property

9.1 Transit AI Property. Transit AI and its licensors own all right, title, and interest in and to the Service, including all software, technology, content, designs, logos, and documentation, and all related intellectual property rights. Except for the limited license expressly granted in Section 9.2, no rights are granted to Customer, and Transit AI reserves all rights not expressly granted. Customer shall keep the Service free and clear of all claims, security interests, liens, and encumbrances.

9.2 License to Customer. Subject to Customer’s compliance with these Terms and payment of applicable fees, Transit AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term of the applicable Subscription, solely for Customer’s internal business purposes.

9.3 Feedback. Customer hereby assigns to Transit AI all right, title, and interest in and to any suggestions, ideas, enhancement requests, feedback, recommendations, or other information Customer provides regarding the Service that does not constitute Customer Data (collectively, “Submissions”), and Transit AI may use Submissions for any purpose, in its sole discretion, without compensation or attribution.

9.4 Output. As between the parties and subject to these Terms, Customer owns the Output generated for it through the Service, except for any portion derived from Transit AI’s pre-existing intellectual property or from an AI Provider’s models. Customer acknowledges that Output may be similar or identical to output generated for other customers and that Transit AI makes no representation of uniqueness or originality.

10. Third-Party Services and Providers

The Service incorporates and depends on services provided by third parties, including AI Providers. Customer’s use of such third-party services may be subject to additional terms imposed by the relevant provider (for example, Anthropic’s or OpenAI’s usage policies). Transit AI has no control over, and disclaims all liability arising from, the acts, omissions, performance, availability, or terms of any third-party provider. For clarity, third-party providers do not include Transit AI’s own subcontractors.

11. Confidentiality

11.1 Confidential Information. Each party (the “Receiving Party”) may receive non-public information from the other (the “Disclosing Party”) that is identified as confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The Receiving Party will (a) use Confidential Information solely to perform under these Terms; (b) protect it using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; and (c) not disclose it except as permitted in Section 11.2. These obligations do not apply to information that (i) was known to the Receiving Party before receipt without a duty of confidentiality; (ii) is or becomes public through no breach of these Terms; (iii) is received from a third party without a duty of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Confidential Information.

11.2 Permitted Disclosures. The Receiving Party may disclose Confidential Information (a) to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than these; and (b) to the extent required to comply with a court order or as otherwise required by law, provided that the Receiving Party, where legally permitted, first gives the Disclosing Party notice and reasonable assistance to seek protective treatment, and discloses only the portion legally required.

11.3 Injunctive Relief. The parties agree that a breach or threatened breach of this Section 11 may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching party may seek injunctive relief, in addition to any other available remedy, without the requirement to post a bond.

11.4 Whistleblower Immunity. Notwithstanding anything to the contrary, an individual will not be held criminally or civilly liable under any federal or state trade-secret law for disclosing a trade secret that is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed under seal in a legal proceeding.

12. Limited Warranty and Remedies

12.1 Services Warranty. Transit AI warrants that it will provide the Service in accordance with industry-standard practices and that, during the term of a paid Subscription, the Service will substantially conform to the Documentation.

12.2 Sole Remedy. If Customer identifies and documents a material defect, and Transit AI confirms it, Transit AI will, at its option and expense: (i) use reasonable efforts to correct the defect; (ii) provide a workaround that achieves substantially similar results; or (iii) if Transit AI determines that neither is commercially practicable, terminate the affected Subscription and refund Customer a pro-rated portion of any prepaid fees for the unused portion of the then-current Subscription term. This Section 12 states Transit AI’s entire obligation, and Customer’s sole and exclusive remedy, for breach of the warranty in Section 12.1.

12.3 Exceptions. The warranty in Section 12.1 does not apply to any non-conformity arising from (a) modification of the Service by anyone other than Transit AI; (b) misuse, negligence, or malfunction of equipment not owned or controlled by Transit AI; or (c) use of the Service other than in accordance with the Documentation. Transit AI provides no warranty for, and no obligation to evaluate the accuracy, usefulness, or fitness of, any Output, nor any warranty for Customer Data or Customer Systems. The warranty does not apply during any period in which Customer is in uncured breach of these Terms (other than during a good-faith billing dispute being addressed by the parties).

13. Disclaimer of Warranties

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 12, THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRANSIT AI DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, TRANSIT AI MAKES NO WARRANTY THAT:

(A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

(B) OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE;

(C) THE SERVICE WILL OPERATE STRICTLY READ-ONLY UNDER ALL CONDITIONS, IRRESPECTIVE OF CUSTOMER’S CREDENTIAL CONFIGURATIONS; OR

(D) DEFECTS WILL BE CORRECTED.

CUSTOMER ASSUMES ALL RISK ARISING FROM ITS USE OF THE SERVICE AND ANY RELIANCE ON OUTPUT. CUSTOMER FURTHER ACKNOWLEDGES THAT, AS AN OWNER OR AUTHORIZED USER OF THE CUSTOMER SYSTEMS, CUSTOMER IS IN THE BEST POSITION TO DETERMINE THE PROPRIETY OF ANY ACT OR OMISSION PROPOSED BY ANY OUTPUT, IS SOLELY RESPONSIBLE FOR THE OUTCOMES OF ANY DECISION MADE BASED ON OUTPUT, AND TRANSIT AI DISCLAIMS ALL LIABILITY ASSOCIATED THEREWITH. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

14. Limitation of Liability

14.1 Limitations. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) IN NO EVENT WILL TRANSIT AI, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF TRANSIT AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) IN NO EVENT WILL TRANSIT AI’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (I) THE AMOUNT PAID BY CUSTOMER TO TRANSIT AI FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (II) ONE HUNDRED U.S. DOLLARS ($100.00).

(C) THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2 Exceptions. The limitations in Section 14.1 do not apply to: (i) the parties’ indemnification obligations under Section 15; (ii) infringement or misappropriation of a party’s intellectual property rights; (iii) liability arising from a party’s gross negligence, willful misconduct, or fraud; or (iv) Customer’s breach of Section 7.4 (Acceptable Use) or Section 9 (Intellectual Property).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, TRANSIT AI’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. Indemnification

15.1 By Transit AI. Transit AI will defend, indemnify, and hold harmless Customer from and against any third-party claims, and any resulting losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), to the extent (i) alleging that the Service, as provided by Transit AI and used in accordance with these Terms, infringes a U.S. patent, copyright, trademark, or trade secret of a third party; or (ii) arising from Transit AI’s gross negligence or willful misconduct.

15.2 By Customer. Customer agrees to defend, indemnify, and hold harmless Transit AI, its affiliates, and their respective directors, officers, employees, agents, and licensors (each, an “Indemnified Party”) from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) Customer’s or any Authorized User’s access to or use of the Service;

(b) Customer’s or any Authorized User’s breach of these Terms;

(c) Customer’s violation of any law, regulation, or third-party right (including any intellectual property, privacy, or publicity right);

(d) Customer Data or any Customer System accessed by the Service;

(e) Customer’s grant of access to any system that Customer did not have the right to authorize;

(f) Customer’s use of AI-based functionality using credentials or keys supplied by anyone other than Transit AI; or

(g) any action taken by Customer or any third party in reliance on Output.

15.3 Procedure. The party seeking indemnification must (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that no settlement imposing a non-monetary obligation on, requiring an admission of liability by, or requiring any payment by the indemnified party may be entered without the indemnified party’s prior written consent); and (c) provide reasonable cooperation at the indemnifying party’s expense. A failure to promptly notify relieves the indemnifying party of its obligations only to the extent it is materially prejudiced by the delay.

15.4 Intellectual-Property Mitigation. If the Service becomes, or in Transit AI’s reasonable opinion is likely to become, the subject of an infringement claim, Transit AI may, at its option and expense: (i) procure for Customer the right to continue using the Service; (ii) modify or replace the Service so that it is non-infringing while remaining substantially equivalent; or (iii) if none of the foregoing is commercially practicable, terminate the affected Subscription and refund any prepaid fees for the unused portion of the then-current term. This Section 15.4 states Transit AI’s entire liability, and Customer’s sole remedy, for any claim that the Service infringes third-party intellectual-property rights.

15.5 Exclusions. Transit AI has no obligation under Section 15.1 to the extent a claim arises from (i) combination of the Service with equipment or software not supplied by Transit AI, where the Service alone would not be infringing; (ii) use of the Service in breach of these Terms or not in accordance with the Documentation; (iii) Transit AI’s compliance with designs or specifications provided by Customer; or (iv) use of other than the most recent release of the Service made available to Customer.

16. Term; Suspension; Termination

16.1 Term. These Terms remain in effect from Customer’s first acceptance until terminated as provided herein.

16.2 Termination by Customer. Customer may terminate by cancelling the Subscription and ceasing all use of the Service.

16.3 Suspension; Termination by Transit AI. Transit AI may suspend or terminate Customer’s access to the Service, with or without notice, if (a) Customer breaches these Terms; (b) Customer fails to pay any fees when due; (c) Transit AI reasonably believes Customer’s use poses a security, legal, or reputational risk; or (d) Transit AI ceases to offer the Service. To protect the Service or the intellectual-property rights of Transit AI or its licensors, Transit AI may immediately disable any individual’s access whose use violates these Terms.

16.4 Effect of Termination. Upon termination, Customer’s right to use the Service ends. For a limited period following termination (not to exceed ten (10) days, except as otherwise required by law), Customer may use its Account to retrieve stored Customer Data; thereafter, Transit AI has no obligation to retain Customer Data and may delete it in accordance with its data-retention practices and Privacy Policy. Sections that by their nature should survive termination (including Sections 6.5, 8, 9, 11, 13, 14, 15, 19, 20, and 21) will survive.

17. Modifications

17.1 To the Service. Transit AI may modify, suspend, or discontinue any part of the Service at any time, with or without notice. Transit AI is not liable to Customer or any third party for any modification, suspension, or discontinuation.

17.2 To These Terms. Transit AI may update these Terms from time to time. Material changes will be notified by email or through the Service at least thirty (30) days before they take effect (or such shorter period as may be required by law or for changes addressing security or legal compliance). Continued use of the Service after the effective date constitutes acceptance. If Customer does not agree to the updated Terms, Customer’s sole remedy is to terminate the Subscription.

18. Governing Law; Forum

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. Subject to Section 19 (Arbitration), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any matter not subject to arbitration. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH TRANSIT AI THROUGH BINDING ARBITRATION AND LIMITS YOUR ABILITY TO PARTICIPATE IN CLASS ACTIONS.

19.1 Agreement to Arbitrate. Except as provided in Section 19.4, Customer and Transit AI agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a “Dispute”) will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or Consumer Arbitration Rules where applicable). The arbitration will be conducted by a single arbitrator in Wilmington, Delaware, or by videoconference, at the parties’ election. Judgment on the award may be entered in any court of competent jurisdiction.

19.2 Informal Resolution. Before initiating arbitration, the party with the Dispute must first send a written notice describing it to the other party (to Transit AI at support@transitai.app). The parties will attempt to resolve the Dispute informally within sixty (60) days.

19.3 Class Action Waiver. CUSTOMER AND TRANSIT AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. If this class action waiver is found unenforceable, then the entirety of this Section 19 will be null and void.

19.4 Exceptions. This Section 19 does not require arbitration of: (a) claims that may be brought in small claims court, provided they remain in such court; or (b) claims seeking injunctive or other equitable relief for actual or threatened infringement, misappropriation, or violation of intellectual property rights or Section 11 (Confidentiality).

19.5 Opt-Out. Customer may opt out of this arbitration agreement by sending written notice to support@transitai.app within thirty (30) days of first accepting these Terms. The notice must include Customer’s name, Account email, and a clear statement of intent to opt out. Opting out does not affect any other provision of these Terms.

19.6 Federal Arbitration Act. These Terms evidence a transaction in interstate commerce, and the interpretation and enforcement of this Section 19 is governed by the Federal Arbitration Act.

20. Export and Sanctions Compliance

20.1 General Compliance. Each party will comply with all applicable laws and regulations in connection with the Service, including all applicable export controls, sanctions regulations, and embargo restrictions under the laws of the United States (“Sanctions Laws”).

20.2 Sanctions Representations. Customer represents and warrants that neither Customer nor any of its directors, officers, agents, employees, or other authorized persons is a “Sanctioned Person,” meaning any individual or entity that is (a) named on any U.S. government restricted-party or denied-party list, including any list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); (b) organized under the laws of, ordinarily resident in, or located in a jurisdiction subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine) (a “Sanctioned Jurisdiction”); or (c) owned or controlled, directly or indirectly, fifty percent (50%) or more in the aggregate by one or more of the foregoing.

20.3 Customer Covenants. Customer will not (a) act on behalf of, or knowingly involve, any Sanctioned Person in connection with these Terms; (b) take any action that would cause Transit AI to violate Sanctions Laws; (c) export, re-export, divert, or transfer the Service or Transit AI’s Confidential Information to or for any Sanctioned Person or Sanctioned Jurisdiction, or for any purpose prohibited by Sanctions Laws; or (d) use any funds derived from unlawful activity in connection with these Terms.

20.4 Remedies. Notwithstanding any other provision of these Terms, Transit AI may take any action it deems necessary, in its sole discretion, to remedy a breach of this Section 20.

21. General Provisions

21.1 Entire Agreement. These Terms, together with the Privacy Policy and any order forms or supplemental terms expressly incorporated, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous communications.

21.2 Order of Precedence. In the event of a conflict, the order of precedence is: (a) a signed master agreement (if any); (b) an order form (if any); (c) these Terms; and (d) the Privacy Policy.

21.3 Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.

21.4 No Waiver. A party’s failure or delay in enforcing any provision is not a waiver of its right to do so later, and no waiver of any default waives any other prior, concurrent, or subsequent default.

21.5 Assignment; Successors. Customer may not assign or transfer these Terms without Transit AI’s prior written consent, which will not be unreasonably withheld; provided that either party may assign these Terms in their entirety, without the other party’s consent, to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, so long as the assignee agrees to be bound by these Terms. Any other purported assignment is void. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

21.6 Force Majeure. Except for payment obligations, neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet or utility outages, third-party service failures, or government action. The affected party will give prompt notice and use diligent efforts to resume performance.

21.7 Prevailing Party. In any arbitration or litigation permitted under these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

21.8 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, or employment relationship.

21.9 No Third-Party Beneficiaries. These Terms confer no third-party beneficiary rights.

21.10 Notices. Notices to Transit AI must be sent to support@transitai.app. Notices to Customer may be sent to the email address associated with the Account.

21.11 Headings. Section headings are for convenience only and have no substantive effect.

22. Contact

Questions about these Terms may be directed to:

Transit AI Software Inc.

1465 Audubon Ave, Baton Rouge, LA 70806

Email: support@transitai.app

Website: https://transitai.app