Terms and Conditions

1. Contracting Entity, Scope and Language

SoluCortex is a software-as-a-service platform operated by SoluAI SpA, a company incorporated under the laws of the Republic of Chile, Tax ID/RUT No. 76.715.107-1, with principal operations in Santiago, Chile (“SoluAI”, “we”, “us” or “our”).

For purposes of these Terms, “SoluCortex” refers to the software platform, website, application, APIs, interfaces, workspaces, documentation, support channels, integrations and related services made available by SoluAI under the SoluCortex name, domain or brand.

These Terms and Conditions (“Terms”) govern access to and use of SoluCortex by any individual, company, organization, institution or other legal entity that creates an account, accesses the platform, subscribes to a plan, makes a payment, invites users, or otherwise uses the Service.

If you access or use SoluCortex on behalf of a company, organization or other legal entity, you represent and warrant that you have sufficient authority to accept these Terms on behalf of that entity. In that case, “Customer” refers to that entity. If you access or use SoluCortex as an individual and not on behalf of an organization, “Customer” refers to you personally.

These Terms may be made available in English and Spanish. The English version is the governing version for all purposes. The Spanish version is provided for convenience and transparency. In the event of any inconsistency, conflict or discrepancy between the English version and any Spanish translation, the English version shall prevail, to the maximum extent permitted by applicable law.

These Terms are governed by the laws of the Republic of Chile. Any dispute arising from or related to these Terms or the use of SoluCortex shall be submitted to the competent courts of Santiago, Chile, without prejudice to any mandatory consumer protection rights or jurisdictional rules that may apply under applicable law.

2. Definitions

For purposes of these Terms, the following definitions apply:

“Account” means the account created by a Customer or User to access and use SoluCortex.

“Administrator” means a User authorized by a Customer or Organization to manage an Account, Workspace, subscription, billing information, access permissions, Users, integrations or other administrative settings within SoluCortex.

“AI Features” means any artificial intelligence, machine learning, language model, agentic, automation, retrieval, embedding, summarization, recommendation, generation, classification or context-processing functionality made available through SoluCortex, whether provided directly by SoluAI or through Third-Party Services.

“AI Output” means any text, recommendation, summary, classification, response, generated content, structured data, analysis, suggestion, action proposal, retrieved context or other output produced, assisted or generated by AI Features within or through SoluCortex.

“Applicable Law” means any law, regulation, statute, rule, ordinance, administrative decision, court order or mandatory legal requirement applicable to SoluAI, the Customer, the User, the Service or the relevant use of SoluCortex.

“Consumer” means a natural person who contracts or uses the Service as a final recipient or end user, to the extent such status is recognized under Applicable Law.

“Customer” means the person or legal entity that creates an Account, subscribes to a plan, pays for the Service, enters into an agreement with SoluAI, or otherwise accesses or uses SoluCortex. If an individual uses SoluCortex on behalf of an Organization, the Customer is that Organization. If an individual uses SoluCortex personally and not on behalf of an Organization, the Customer is that individual.

“Customer Content” means any data, text, documents, prompts, instructions, files, source code snippets, software project information, technical memory, architectural decisions, notes, records, metadata, business information, personal data or other materials submitted to, uploaded to, generated within, processed through, stored in or made available through SoluCortex by or on behalf of a Customer or User.

“Documentation” means any user guides, technical documentation, API documentation, help materials, instructions, policies or explanatory materials made available by SoluAI in connection with SoluCortex.

“Organization” means a company, corporation, partnership, institution, public or private entity, professional team or other legal or organizational body that creates, manages, pays for or uses an Account or Workspace in SoluCortex.

“Plan” means a free, trial, paid, standard, professional, business, enterprise or other subscription tier or commercial package made available by SoluAI for access to and use of SoluCortex.

“Service” means SoluCortex, including the platform, website, application, APIs, interfaces, Workspaces, AI Features, integrations, Documentation, support channels and any related services made available by SoluAI under the SoluCortex name, domain or brand.

“Subscription” means the paid or unpaid arrangement under which a Customer receives access to a Plan for a defined period, billing cycle, trial period or usage scope.

“Third-Party Services” means any products, services, software, infrastructure, APIs, payment processors, artificial intelligence providers, hosting providers, analytics tools, communication services, integrations, marketplaces or external platforms that are not owned or controlled by SoluAI but may be used in connection with SoluCortex.

“User” means any individual who accesses or uses SoluCortex, whether as a Customer, employee, contractor, collaborator, administrator, invited user, team member or representative of a Customer or Organization.

“Workspace” means the Customer’s operational space within SoluCortex, including any project, environment, repository, organizational area, account area or logical space where the Customer or its Users may configure, store, manage or access Customer Content, projects, technical memory, Users, permissions, integrations, billing information, invoices, account settings, context or AI Features.

3. Description of the Service

SoluCortex is a cloud-based SaaS platform designed to help Customers and Users capture, organize, manage and reuse structured technical memory for software projects.

The Service is intended to support software development teams, technology organizations, consultants, professionals and individual users who need to preserve relevant project context and make it available through a web interface, API access, integrations or AI-assisted workflows.

The purpose of SoluCortex is to provide a structured environment where Customers and Users may create, store, retrieve and manage project memories related to software development work. Project memories in SoluCortex are intended to document specific types of technical knowledge, including architecture, technical decisions, risks, conventions, bug history, technical debt, sensitive modules, team learnings and external integrations.

SoluCortex is designed to store project memories only within the memory types made available by the platform. These may include:

a. architecture: information about the technology stack, project structure, system architecture or relevant architectural context;
b. decision: important technical decisions that have already been made, including the reasoning or context behind such decisions;
c. risk: known risks, warnings, fragile areas or things that may go wrong within a project;
d. convention: code conventions, naming rules, formatting practices, style guidelines or internal development standards;
e. bug_history: relevant historical bugs, incidents or technical issues that took significant time or effort to resolve;
f. tech_debt: pending technical debt, known limitations, refactoring needs or technical improvements that should be addressed in the future;
g. sensitive_module: modules, components, services or areas of the project that are sensitive, critical, fragile or should not be modified without special care;
h. learning: team learnings, lessons learned, implementation insights or knowledge acquired during the project;
i. external_integration: external integrations, third-party APIs, connected services, dependencies or external systems relevant to the project.

Depending on the applicable Plan, configuration, integrations and availability, SoluCortex may include Workspaces, projects, structured memories, storage, indexing, search, semantic search, APIs, webhooks, integrations, AI Features, collaboration features, account management, billing tools, documentation and support channels.

Not all features are available in all Plans, markets, languages, integrations or configurations. Certain features may be subject to limits, technical requirements, usage policies, third-party terms or separate agreements.

SoluAI may improve, modify, add, remove, suspend or discontinue features, integrations, interfaces, workflows, AI Features, memory types or technical components from time to time. SoluAI will use commercially reasonable efforts to avoid material disruption to active Customers.

SoluCortex is a software and AI-assisted technical memory platform. It does not provide legal, financial, tax, medical, cybersecurity, engineering certification, regulatory or other professional advice. Customers and Users are responsible for reviewing, validating and deciding how to use any information or AI Output generated, retrieved or displayed through SoluCortex.

4. Account Registration, Users and Organizations

To create an Account or use SoluCortex, you must be at least eighteen (18) years old, or the legal age of majority in your jurisdiction, and have the legal capacity to enter into binding agreements.

To access certain features, you may be required to create an Account and provide registration, contact, billing, organization or other information. You agree to provide accurate, complete and current information and to update such information promptly if it changes.

A Customer may use SoluCortex as an individual or on behalf of an Organization. If an Account, Workspace, Plan or Subscription is created, managed or paid for by an Organization, the Organization is responsible for all activity under its Account, including the actions and omissions of its Users, Administrators, employees, contractors, collaborators and invited users.

An Organization may designate Administrators to manage its Account, Workspaces, Users, permissions, integrations, billing information, invoices, Subscription, Plan settings and other administrative features. SoluAI may rely on actions taken by Administrators as authorized actions of the Customer or Organization.

Each User is responsible for using SoluCortex in accordance with these Terms, Applicable Law, the Documentation, the Customer’s internal policies and any permissions or restrictions configured by the Customer or Administrator.

Users must keep their login credentials, authentication methods, API keys, tokens and access credentials confidential and secure. Accounts and credentials may not be shared between multiple individuals unless a feature of the Service expressly permits such use. The Customer and Users must promptly notify SoluAI of any unauthorized access, suspected credential compromise, security incident or misuse.

SoluAI may suspend, restrict or disable access to an Account, Workspace, User, integration, API key or feature if SoluAI reasonably believes that the Account has been compromised, these Terms have been breached, the use creates a security/legal/operational/technical risk, fraudulent or harmful activity is detected, or suspension is required by law, court order, regulator request or third-party provider requirement.

5. Subscription Plans, Payment and Billing

SoluCortex may be offered through free, trial, paid, business, enterprise or other subscription plans made available by SoluAI from time to time.

As of the current commercial version, SoluCortex may offer Free, Starter, Pro and Business Plans, each with different features, usage limits, memory limits, project limits, User limits, support levels, billing conditions and other commercial terms. The applicable features, prices and limits will be described on the SoluCortex website, pricing page, checkout process, invoice, order form, commercial proposal or written agreement.

Unless otherwise stated on the pricing page, checkout page or applicable agreement, the current standard online Plans may include:

a. Free Plan: a free plan intended to allow Customers and Users to explore SoluCortex without payment commitment.
b. Starter Plan: a paid monthly plan intended for small teams that want live project memory in their projects.
c. Pro Plan: a paid monthly plan intended for growing teams with multiple active projects, which may include additional features such as real-time ROI dashboard, project snapshots or priority issue review.
d. Business Plan: a paid monthly plan intended for organizations requiring higher usage limits, which may include higher project, memory and User limits, Business contact channel, guided onboarding, priority issue review or other advanced commercial terms.

SoluAI may offer free trials for certain paid Plans, including a fourteen (14) day free trial. Unless otherwise stated during registration or checkout, starting a free trial for a paid Plan requires the Customer to provide a valid payment method at the beginning of the trial.

Unless otherwise stated at the time of purchase or agreed in writing, paid Plans are billed monthly in recurring billing periods and renew automatically. By subscribing to a paid Plan, the Customer authorizes SoluAI and its third-party payment processor to charge applicable fees, taxes and recurring amounts to the payment method provided.

Unless otherwise stated, SoluCortex fees are denominated in United States Dollars (USD). Prices may be displayed exclusive or inclusive of taxes depending on jurisdiction, checkout configuration and legal requirements.

Payments may be processed by third-party payment processors selected by SoluAI from time to time. The initial payment processor for standard online payments may be dLocal or another provider made available by SoluAI. SoluAI does not directly store full credit card numbers, card security codes or complete payment credentials.

The Customer is responsible for all applicable taxes, duties, levies, withholding taxes, VAT, sales taxes, digital service taxes or other governmental charges, except for taxes based on SoluAI’s net income.

SoluAI may issue receipts, invoices, tax documents or payment confirmations through the Service, by email, through the payment processor or through another billing method. The Customer is responsible for providing accurate billing information.

If a payment fails, is rejected, reversed, disputed, charged back or remains unpaid, SoluAI or its payment processor may retry the payment or request updated payment information. If amounts remain unpaid, SoluAI may suspend, restrict, downgrade or disable access to paid features until payment is completed.

Plan changes may affect pricing, billing cycles, usage limits, features, Users, Workspaces, projects, project memories, storage, AI Features, API access, support channels or support levels. Unless otherwise stated, upgrades may take effect immediately and downgrades may take effect at the end of the current billing period.

SoluAI may change prices, Plan limits, billing conditions or commercial terms from time to time. For active paid Subscriptions, SoluAI will provide reasonable prior notice of material price increases, generally applying from the next renewal period.

6. Cancellation, Refunds, Withdrawal Rights and Termination

The Customer may cancel a paid Subscription at any time through the options made available within the Service or by contacting SoluAI through its support or contact channels.

Unless otherwise stated or required by Applicable Law, cancellation prevents the next renewal and takes effect at the end of the then-current paid billing period. The Customer will generally retain access to paid features until the end of that period unless the Account is suspended or terminated earlier due to breach, security risk, fraud, unlawful activity or other permitted grounds.

Except where required by Applicable Law or expressly agreed in writing by SoluAI, SoluAI does not provide prorated refunds, credits or reimbursements for unused days, unused features, unused limits, partial months, downgrades or cancellations made before the end of a billing period.

If the Customer cancels a trial before the end of the trial period, no charge will be made for the selected paid Plan. If the Customer does not cancel before the trial ends, the trial will automatically convert into a paid Subscription for the selected Plan, and SoluAI or its payment processor may charge the applicable fee and taxes to the payment method provided.

Unless required by Applicable Law or expressly agreed in writing, Subscription fees are non-refundable once a billing period has started. SoluAI may issue refunds or credits at its discretion in exceptional cases, including duplicate charges, billing errors attributable to SoluAI, charges made after a valid cancellation request, material technical failures attributable to SoluAI that prevented access to the paid Service, or other cases required by Applicable Law.

Requests related to billing errors, duplicate charges or unauthorized charges should be submitted within ten (10) calendar days from the charge date, with sufficient information to identify the payment and Account.

If the Customer is a Consumer and Applicable Law grants a mandatory withdrawal, cancellation or refund right, SoluAI will respect such mandatory right. Where Applicable Law allows SoluAI to exclude or limit a withdrawal right because the Service is digital, subscription-based, made available immediately or begins before the end of the withdrawal period with the Customer’s acceptance, SoluAI may apply such exclusion or limitation, provided that the relevant information is made available before purchase where required by law.

If a paid Subscription is cancelled, expires, is downgraded or remains unpaid, SoluAI may downgrade the Account to the Free Plan, if available. If the Account exceeds Free Plan limits, SoluAI may restrict features, prevent creation of new project memories, disable paid integrations, suspend API access, restrict AI Features or place the Account in limited-access mode until the Customer reduces usage, exports data, reactivates a paid Plan or otherwise complies with applicable limits.

After cancellation, expiration, downgrade or termination of a paid Subscription, SoluAI may retain Customer Content and Account data for up to thirty (30) calendar days to allow export, reactivation, usage reduction or deletion requests, unless a longer retention period is required or permitted by law. Backup copies may remain for up to ninety (90) calendar days or for the period reasonably necessary for disaster recovery, security, legal or operational purposes.

SoluAI may suspend, restrict, downgrade or terminate access to the Service, Account, Workspace, User, integration, API key, AI Feature or any part of the Service if SoluAI reasonably believes that the Customer or User breached these Terms, payment is overdue or disputed, the Account is compromised, the Service is used for harmful or unlawful purposes, the use creates risk, suspension is required by law or providers, or continued access could harm SoluAI, the Service, customers, Users or third parties.

SoluAI may suspend, restrict or delete Free Plan Accounts that have been inactive for twelve (12) consecutive months or more, with prior notice where reasonably practicable.

7. Customer Content, Ownership and License

As between the Customer and SoluAI, the Customer retains all rights, title and interest in and to Customer Content. SoluAI does not claim ownership over Customer Content, including project memories, technical notes, architectural information, decisions, risks, conventions, bug history, technical debt, sensitive module descriptions, learnings, external integration information, prompts, files, metadata or other materials submitted to, stored in or processed through SoluCortex.

SoluAI and its licensors retain all rights, title and interest in and to SoluCortex, including the platform, software, source code, object code, architecture, design, user interface, APIs, databases, models, workflows, Documentation, trademarks, trade names, logos, domain names, know-how, methods, templates, features, improvements and all related intellectual property rights.

The Customer grants SoluAI a limited, non-exclusive, worldwide, royalty-free license to host, store, copy, process, transmit, display, index, classify, retrieve, analyze, transform and otherwise use Customer Content solely as necessary to provide, operate, maintain, secure, support, improve and develop the Service for the Customer and its Users, in accordance with these Terms.

This license includes the right to process Customer Content to create, update, manage and retrieve project memories, provide search and semantic search, operate Workspaces, enable API access, support integrations, provide AI Features, generate AI Output, maintain account functionality, troubleshoot issues, prevent abuse, ensure security and comply with Applicable Law.

The Customer acknowledges that SoluCortex may process Customer Content to generate indexes, metadata, classifications, summaries, embeddings, vector representations, retrieval structures or other technical representations necessary or useful for search, semantic search, context retrieval, AI Features, project memory management, security, performance, analytics or operation of the Service. Such technical representations do not transfer ownership of Customer Content to SoluAI.

SoluAI will not use Customer Content to train general-purpose artificial intelligence models made available to other customers or the public, unless the Customer has provided express authorization or such use is clearly permitted under a separate written agreement. SoluAI may use aggregated, anonymized or de-identified technical, operational or usage information that does not identify the Customer, Users or Customer Content for security, analytics, performance monitoring, debugging, capacity planning, product improvement or service development, to the extent permitted by law.

The Customer is solely responsible for Customer Content and for ensuring it has all rights, licenses, permissions, authorizations and legal bases necessary to upload, submit, store, process, transmit, use and make Customer Content available through SoluCortex.

If the Customer or any User provides suggestions, ideas, comments, requests, improvements, bug reports, recommendations or other feedback regarding SoluCortex (“Feedback”), SoluAI may use such Feedback without restriction or obligation to compensate the Customer or User. Feedback does not include Customer Content, project memories or confidential technical information submitted for use of the Service.

8. Artificial Intelligence Features and Outputs

SoluCortex may include AI Features designed to assist with project memory management, semantic search, context retrieval, summarization, classification, recommendations, generation, agent memory, context injection, workflow automation or other AI-assisted functions related to supported project memories.

AI Features support productivity, continuity and technical context management. They are not intended to replace human review, professional judgment, technical validation, security review, legal advice or business decision-making.

The Customer acknowledges that AI Output may be incomplete, inaccurate, outdated, inconsistent, irrelevant, biased, unexpected or unsuitable for a specific purpose. AI Output may depend on Customer Content, project memories, prompts, instructions, configurations, integrations, permissions, model behavior and Third-Party Services.

SoluAI does not guarantee that AI Output will be correct, complete, secure, error-free, up to date, non-infringing, suitable for production use or appropriate for the Customer’s intended purpose.

Customers and Users are responsible for reviewing, validating and deciding whether and how to use any AI Output, retrieved context, recommendation, summary, classification, generated content or proposed action made available through SoluCortex. The Customer is responsible for all decisions, actions, omissions, implementations, deployments, code changes, business processes or other outcomes based on or assisted by AI Output or context retrieved through the Service.

AI Output related to software projects, architecture, integrations, sensitive modules, bugs, technical debt, conventions or project memories must be reviewed by qualified personnel before being used in production, security-sensitive environments, customer-facing systems, critical infrastructure or any environment where errors may cause harm, loss, downtime, breach of contract, data exposure or legal consequences.

SoluAI may use Third-Party Services, including AI model providers, infrastructure providers, embedding services, hosting providers, API providers or other technical providers, to operate, support or improve AI Features. Where Customer Content is processed by Third-Party Services in connection with AI Features, SoluAI will handle such processing in accordance with these Terms, the Privacy Policy, confidentiality obligations and Applicable Law.

AI Features may be subject to usage limits, rate limits, token limits, memory limits, project limits, API limits, model availability, latency, plan restrictions, fair use rules, technical safeguards or other limitations established by SoluAI or Third-Party Services.

If SoluCortex enables automated, agentic or integration-based workflows, the Customer is responsible for configuring permissions, reviewing actions, limiting access, validating outputs, monitoring activity and ensuring that such workflows operate within the Customer’s intended scope and Applicable Law.

9. Privacy, Data Protection and Processing Roles

The collection, use, storage, disclosure and protection of personal data in connection with SoluCortex is further described in the SoluCortex Privacy Policy, which forms part of these Terms by reference.

In connection with the Service, SoluAI may process Account and registration data, billing and commercial data, Customer Content, technical and usage data, support and communication data.

For personal data collected and processed by SoluAI for account creation, authentication, billing, payment management, customer relationship management, support, security, legal compliance, analytics and operation of the Service, SoluAI generally acts as an independent controller or responsible party, as applicable under Applicable Law.

For personal data included in Customer Content and processed by SoluAI on behalf of the Customer within SoluCortex, SoluAI generally acts as a processor or service provider, and the Customer acts as the controller or responsible party, as applicable under Applicable Law.

The Customer is responsible for ensuring that it has all rights, notices, consents, authorizations, legal bases and permissions required to submit, upload, store, process, use and make available personal data through SoluCortex. The Customer must not upload or process personal data through SoluCortex if doing so would violate Applicable Law, third-party rights, contractual obligations, internal policies or confidentiality duties.

For business, enterprise or other Customers requiring specific data processing terms, SoluAI may make available a Data Processing Addendum (“DPA”) or enter into a separate written data processing agreement. If a DPA is executed or expressly accepted by SoluAI and the Customer, it will govern the processing of personal data covered by that DPA to the extent it conflicts with these Terms.

SoluAI may use Third-Party Services and subprocessors to provide, operate, secure, support, bill, monitor, analyze or improve SoluCortex. These may include hosting providers, infrastructure providers, payment processors, AI providers, email providers, analytics tools, monitoring tools, support platforms, security tools and other technical or operational providers.

SoluAI, its infrastructure providers, payment processors, AI providers and other Third-Party Services may process, store or access data in countries other than the Customer’s or User’s country of residence. Where Applicable Law requires safeguards for international transfers, SoluAI will use commercially reasonable efforts to implement appropriate safeguards, contractual measures or other lawful transfer mechanisms.

SoluAI will implement commercially reasonable technical and organizational measures designed to protect personal data and Customer Content. However, no system, transmission, storage method or internet-based service can be guaranteed to be completely secure.

Where required by Applicable Law, Users and other data subjects may have rights to access, correct, update, delete, object to, restrict or port their personal data. Requests related to personal data processed by SoluAI as controller may be submitted through the contact channels identified in these Terms or in the Privacy Policy.

10. Confidentiality

“Confidential Information” means any non-public information disclosed, made available or accessed by one party in connection with SoluCortex that, given its nature or the circumstances of disclosure, should reasonably be understood to be confidential.

Customer Confidential Information may include Customer Content, project memories, technical notes, architectural information, software project information, sensitive module descriptions, bug history, technical debt, conventions, external integration information, business information, internal documentation, non-public workflows, credentials, secrets, personal data and other non-public information submitted to or processed through SoluCortex.

SoluAI Confidential Information may include non-public information about SoluCortex, including software, source code, product plans, non-public pricing, security information, technical documentation, APIs, designs, business information, know-how, models, workflows, internal tools and other non-public materials.

Each party agrees to protect the other party’s Confidential Information using at least reasonable care and not to use or disclose it except as necessary to perform obligations, exercise rights, provide or use the Service, comply with these Terms, comply with Applicable Law, or as otherwise authorized in writing.

SoluAI may disclose or make available Customer Confidential Information only as reasonably necessary to provide, operate, maintain, secure, support, troubleshoot, improve or develop SoluCortex; process Customer Content; provide AI Features, search, APIs, integrations, billing, support, security, monitoring or analytics; share information with employees, contractors, advisors, affiliates, service providers, subprocessors, infrastructure providers, payment processors, AI providers, support providers or other Third-Party Services; prevent fraud, abuse, incidents or unlawful activity; comply with legal obligations; or enforce these Terms and protect the Service.

Confidential Information does not include information that is or becomes public without breach, was lawfully known before disclosure, was lawfully received from a third party without confidentiality restrictions, was independently developed without use of Confidential Information, or is approved for disclosure in writing.

The Customer is responsible for determining what information it submits to SoluCortex and should avoid uploading unnecessary sensitive information, secrets, credentials, regulated data or third-party confidential information unless legally authorized.

The confidentiality obligations will remain in effect for as long as the relevant information remains confidential and will survive termination of the Account, Subscription or these Terms.

11. Security, Backups and Service Integrity

SoluAI will implement commercially reasonable technical and organizational measures designed to protect SoluCortex, Customer Content, Account data, project memories, API access and related systems against unauthorized access, loss, misuse, alteration, disclosure, disruption or destruction.

Such measures may include access controls, authentication mechanisms, permission management, API key protection, encryption mechanisms, project isolation, rate limiting, logging, monitoring, backup procedures, infrastructure security controls, vendor security practices, internal policies, vulnerability management and operational safeguards.

SoluCortex may implement security controls designed to protect project memories, API access, integrations and user sessions, including API key protection, session protection, rate limiting, project isolation, SSRF protection and production debug protection. SoluAI may modify, improve or replace such controls as needed to maintain or improve security and reliability.

The Customer acknowledges that no software, cloud service, network, storage method, transmission, integration, AI system or internet-based service can be guaranteed to be completely secure, uninterrupted or error-free. SoluAI does not guarantee immunity from all security incidents, vulnerabilities, unauthorized access, data loss, interruptions, malicious activity or third-party attacks.

The Customer and Users are responsible for protecting credentials, authentication methods, API keys, tokens and devices; granting access only to authorized Users; disabling access for Users who no longer require it; configuring roles, permissions, Workspaces, integrations and API access appropriately; avoiding unnecessary upload of secrets or regulated data; maintaining security of their own systems; and promptly notifying SoluAI of suspected unauthorized access, credential compromise, misuse, security incident or vulnerability.

SoluAI may maintain backups, snapshots, logs or other copies of Customer Content, Account data and system data for disaster recovery, business continuity, security, debugging, legal compliance, operational integrity and service restoration. Backups are not intended to replace the Customer’s own backup, export or archival practices. Backup copies may remain for up to ninety (90) calendar days or for the period reasonably necessary for disaster recovery, security, legal or operational purposes.

If SoluAI becomes aware of a security incident that materially affects Customer Content or personal data, SoluAI will take commercially reasonable steps to investigate, contain and mitigate the incident, and notify affected Customers or Users where required by Applicable Law, applicable agreements or SoluAI’s internal assessment.

Customers and Users must not conduct penetration testing, vulnerability scanning, load testing, stress testing, scraping, automated probing, reverse engineering or similar security testing against SoluCortex without prior written authorization from SoluAI. Potential vulnerabilities should be reported promptly and must not be exploited or disclosed.

SoluAI may monitor, investigate, restrict, throttle, block, suspend or disable activity, traffic, integrations, API keys, Accounts, Workspaces, Users or features where reasonably necessary to protect the Service, Customers, Users, Third-Party Services, infrastructure, security, availability, performance or compliance with these Terms.

12. Support and Service Availability

SoluCortex is primarily provided as a self-service SaaS platform. Customers and Users are expected to use the Service through the web interface, available documentation, account settings, Workspaces, APIs and tools made available within the platform.

Memory approval, retention, retrieval and auto-approval settings may be configured per Workspace or Project. When a Customer enables automatic approval, the Customer remains responsible for the resulting content, the configured thresholds and any human review process the Customer chooses to apply.

SoluAI does not provide implementation services, custom development, managed services, project consulting, software architecture review, code debugging or operational support for Customer systems unless expressly agreed in a separate written agreement.

SoluAI may provide support through email, contact forms, in-platform messages, documentation, help resources or other channels. Support may cover Account access, billing issues, Subscription management, platform errors, technical incidents, API behavior, payment issues or other matters directly related to the operation of SoluCortex.

Unless expressly agreed in writing, support does not include custom software development, implementation or configuration of Customer systems, debugging or review of Customer code, validation of Customer architecture or project memories, professional consulting, legal or financial advice, cybersecurity audits, penetration testing, data migration, data cleanup or administration of third-party systems.

Certain Plans may include priority issue review or enhanced handling of technical incidents. Priority issue review means SoluAI may review eligible support requests with higher internal priority compared to lower-tier Plans. It does not guarantee a specific response time, resolution time, workaround, refund, service credit, dedicated representative or continuous support availability unless expressly agreed in a separate written agreement.

SoluAI will use commercially reasonable efforts to keep SoluCortex available, reliable and operational. The Service may be unavailable, interrupted, delayed, degraded or limited due to maintenance, updates, infrastructure issues, third-party failures, internet disruptions, security incidents, excessive usage, abuse prevention, force majeure, legal requirements or other circumstances.

Unless expressly agreed in a separate written agreement, SoluAI does not provide a binding uptime guarantee, guaranteed SLA, service credit or availability warranty.

13. Acceptable Use Policy

The Customer and Users may use SoluCortex only for lawful, authorized and legitimate purposes, in accordance with these Terms, the Documentation, Applicable Law and any applicable Plan limits or technical requirements.

The Customer and Users must not use SoluCortex, or permit any third party to use SoluCortex, to violate laws or third-party rights; infringe intellectual property, privacy, confidentiality, trade secrets or other rights; upload unlawful, harmful, abusive, defamatory, obscene, discriminatory, fraudulent, deceptive, infringing or unauthorized content; distribute malware or harmful code; engage in phishing, credential theft, social engineering, impersonation, fraud or unauthorized access; attack, probe, scan, overload, disrupt or compromise the Service; bypass authentication, authorization, security, rate limiting, usage limits or billing controls; scrape, crawl, harvest or systematically collect data except as expressly permitted; reverse engineer or decompile SoluCortex except where legally permitted; build, train, improve or benchmark a competing product unless authorized; resell, sublicense, rent, lease, distribute or commercially exploit SoluCortex for third parties; impose unreasonable load; make automated decisions with significant effects without appropriate review; use SoluCortex for high-risk or safety-critical use cases unless agreed in writing; or remove proprietary notices.

The Customer should not upload, store or process highly sensitive, regulated or restricted information through SoluCortex unless the Customer has determined that such use is lawful, authorized, necessary and appropriate. Such information may include passwords, private keys, access tokens, production secrets, payment card data, government identifiers, health information, biometric data, children’s data, financial credentials, criminal records, special categories of personal data, export-controlled information or third-party confidential information.

SoluCortex is not designed to serve as a password manager, secrets vault, regulated health record system, payment card storage system, legal archive, financial record system or other specialized regulated data repository unless expressly stated by SoluAI in writing.

The Customer and Users must use APIs, API keys, webhooks, integrations, automations and AI-assisted workflows responsibly and only within the limits, scopes and permissions made available by SoluAI. SoluAI may throttle, suspend, rotate, revoke or disable API keys, integrations, automation workflows or access where reasonably necessary to protect the Service, prevent abuse, enforce Plan limits, comply with law or maintain security and availability.

If SoluAI reasonably believes that the Customer, a User or any activity associated with an Account violates this Acceptable Use Policy, SoluAI may suspend, restrict, throttle, disable or terminate access to the Service, Account, Workspace, User, API key, integration, AI Feature or Customer Content.

14. Third-Party Services and Integrations

SoluAI may use Third-Party Services to provide, operate, maintain, secure, bill, monitor, analyze, support, improve or develop SoluCortex. Third-Party Services may include payment processors, hosting providers, infrastructure providers, database providers, AI providers, embedding providers, email providers, analytics tools, monitoring tools, logging tools, support platforms, security tools, communication services, domain providers, API providers and other technical or operational providers.

Payments for paid Plans may be processed by third-party payment processors, including dLocal or other providers selected by SoluAI. Payment processors may process payment information, apply fraud prevention rules, accept or reject payment methods, perform currency conversion, collect taxes, issue confirmations and apply their own terms, policies and requirements.

Third-Party Services may be subject to their own terms, privacy policies, security practices, data processing terms, usage limits, fees, restrictions and availability conditions. SoluAI is not responsible for acts, omissions, policies, content, availability, performance, security, data practices or decisions of Third-Party Services not owned or controlled by SoluAI.

SoluCortex may allow Customers or Users to connect integrations, APIs, webhooks, automation workflows, repositories, communication tools, development tools or external systems. The Customer is responsible for selecting, configuring, authorizing, securing, monitoring and maintaining Customer-enabled integrations and for all data exchanged through them.

If the Customer configures webhooks, API calls or external endpoints, the Customer is responsible for ensuring such endpoints are secure, available, authenticated, lawful and authorized to receive the relevant data. SoluAI may limit, disable, suspend or block webhooks, API calls, integrations or external endpoints that fail repeatedly, create security risks, generate excessive load, violate these Terms or may harm the Service or third parties.

Third-Party Services may change, suspend, limit, discontinue or modify services, APIs, terms, pricing, models, availability, regions, security requirements or specifications. SoluAI may modify, replace, suspend or discontinue integrations or dependencies where reasonably necessary.

AI Features may depend on Third-Party Services, including AI model providers, embedding providers, retrieval systems, infrastructure providers or other technical providers. These may affect model availability, latency, output behavior, token limits, rate limits, supported languages, content restrictions, safety filters, processing locations and other technical aspects.

To the maximum extent permitted by law, SoluAI will not be liable for damages, losses, delays, interruptions, data issues, security incidents, billing issues, failed transactions, failed integrations, incorrect outputs or other problems caused by Third-Party Services, Customer-enabled integrations or external systems not owned or controlled by SoluAI.

15. Limitation of Liability and Disclaimers

SoluCortex is provided on an “as is” and “as available” basis.

To the maximum extent permitted by Applicable Law, SoluAI disclaims all warranties, representations and conditions, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, reliability, security, compatibility or uninterrupted operation.

SoluAI does not warrant that the Service will meet the Customer’s requirements, operate without interruption, be error-free, be free from vulnerabilities, produce accurate AI Output, preserve all Customer Content without loss, or be compatible with all systems, configurations, integrations, browsers, devices or third-party tools.

SoluAI does not guarantee any specific technical, operational, financial, commercial, productivity, security, business or project outcome from the use of SoluCortex. SoluAI is not responsible for decisions, actions, omissions, code changes, deployments, architecture choices, integrations, business processes or outcomes based on use of the Service, AI Output, project memories or retrieved context.

To the maximum extent permitted by Applicable Law, SoluAI and its affiliates, directors, officers, employees, contractors, licensors, suppliers and service providers will not be liable for any indirect, incidental, special, consequential, exemplary, punitive or similar damages, including loss of profits, revenue, opportunity, goodwill, reputation, data, Customer Content, business interruption, downtime, cost of substitute services, or damages arising from Customer systems, integrations, third-party services or AI Output.

To the maximum extent permitted by Applicable Law, the total aggregate liability of SoluAI and its affiliates, directors, officers, employees, contractors, licensors, suppliers and service providers for all claims arising out of or related to these Terms, SoluCortex or the Service will not exceed the amounts actually paid by the Customer to SoluAI for the Service during the three (3) months immediately preceding the event giving rise to the claim.

If the Customer has not paid any amount to SoluAI for the Service during such period, including where the Customer uses a Free Plan or trial without payment, SoluAI’s total aggregate liability will not exceed one hundred United States dollars (USD 100), to the maximum extent permitted by Applicable Law.

Nothing in these Terms limits or excludes liability to the extent such liability cannot be limited or excluded under Applicable Law. If the Customer is a Consumer, the limitations and disclaimers apply only to the maximum extent permitted by Applicable Law.

16. Indemnification

To the maximum extent permitted by Applicable Law, the Customer agrees to defend, indemnify and hold harmless SoluAI, its affiliates, directors, officers, employees, contractors, licensors, suppliers and service providers from and against any claims, demands, actions, proceedings, damages, losses, liabilities, penalties, fines, costs and expenses, including reasonable legal fees, arising out of or related to:

a. the Customer’s or Users’ access to or use of SoluCortex;
b. Customer Content;
c. any allegation that Customer Content infringes, misappropriates or violates intellectual property rights, privacy rights, confidentiality obligations, trade secrets, publicity rights, data protection rights or other rights;
d. breach of these Terms, the Acceptable Use Policy, Documentation, Plan limits or separate agreements;
e. violation of Applicable Law;
f. use, configuration or misconfiguration of APIs, API keys, webhooks, integrations, automation workflows, external endpoints, third-party tools or connected systems;
g. unauthorized access, data exposure, security incidents or misuse caused by Customer or User credentials, devices, systems, permissions, integrations, API keys or failure to follow security practices;
h. decisions, actions, omissions, implementations, deployments, code changes, business processes or outcomes based on AI Output, retrieved context, project memories or use of the Service without appropriate review;
i. disputes between the Customer and its Users, employees, contractors, collaborators, clients, vendors, partners or other third parties.

SoluAI will use reasonable efforts to notify the Customer of any indemnifiable claim. The Customer must cooperate reasonably with SoluAI. SoluAI may participate in the defense with counsel of its choosing. The Customer may not settle any claim in a manner that admits liability on behalf of SoluAI, imposes obligations on SoluAI, affects SoluAI’s rights or requires SoluAI to make payment without SoluAI’s prior written consent.

SoluAI reserves the right, at its own expense, to assume exclusive defense and control of any matter if reasonably necessary to protect its interests, reputation, platform, customers, legal position or security.

If the Customer is a Consumer, this section applies only to the maximum extent permitted by Applicable Law.

17. Changes to the Service and Terms

SoluAI may modify, improve, update, add, remove, suspend, replace or discontinue features, interfaces, APIs, integrations, AI Features, memory types, workflows, technical components, Plans, usage limits or other aspects of SoluCortex from time to time.

SoluAI may make minor changes without prior notice, including bug fixes, performance improvements, interface updates, security patches, technical adjustments, documentation updates, new features, experimental features or changes that do not materially reduce the core functionality of an active paid Plan.

Where SoluAI reasonably determines that a change will materially reduce the core paid functionality of an active paid Plan, SoluAI will use commercially reasonable efforts to provide prior notice to affected Customers. If the Customer does not agree with a material change affecting its active paid Plan, the Customer may cancel the Subscription before the change takes effect.

SoluAI may make changes immediately and without prior notice where reasonably necessary for security, legal compliance, incident response, abuse prevention, infrastructure protection, third-party provider requirements, fraud prevention, platform integrity or to prevent harm.

SoluAI may update or modify these Terms from time to time. If SoluAI makes material changes, SoluAI will provide reasonable notice before the changes become effective, unless the changes are required immediately for legal, security, compliance, operational or urgent reasons.

Continued access to or use of SoluCortex after updated Terms or Service changes become effective constitutes acceptance. If the Customer does not agree, the Customer must stop using the Service and may cancel its Subscription.

18. Governing Law, Dispute Resolution and Notices

These Terms, the Service and any dispute, claim or controversy arising out of or related to SoluCortex will be governed by and construed in accordance with the laws of the Republic of Chile, without regard to conflict of law rules that would require the application of another jurisdiction’s laws.

Before initiating formal legal proceedings, the Customer and SoluAI agree to make reasonable good-faith efforts to resolve disputes informally. A party raising a dispute should send written notice describing the dispute, relevant facts and requested resolution. The parties will have thirty (30) calendar days from receipt of the dispute notice to attempt informal resolution, unless a shorter period is required by law or urgent circumstances.

Subject to mandatory consumer protection or jurisdictional rules that cannot be waived, the parties submit to the jurisdiction of the competent courts of Santiago, Chile, for any dispute arising out of or related to these Terms, SoluCortex or the Service.

Notwithstanding the informal resolution process, SoluAI may seek immediate injunctive, equitable, protective or urgent relief before any competent court where necessary to protect its intellectual property, Confidential Information, platform security, infrastructure, Customers, Users, Third-Party Services, legal compliance or the integrity and availability of the Service.

Legal notices to SoluAI may be sent to:

SoluAI SpA
SoluCortex Legal Notices
Email: legal@soluai.cl
Santiago, Chile

SoluAI may provide notices to the Customer or Users by email, in-platform notification, dashboard notice, account message, website notice, support communication, billing portal notice or other reasonable means. The Customer is responsible for keeping Account, billing and contact information accurate and up to date.

Unless otherwise required by Applicable Law, electronic notices will be deemed received when sent, posted or made available through the applicable channel.

19. General Provisions

These Terms, together with the Privacy Policy, any applicable DPA, order form, commercial proposal, written agreement, Plan terms, policies or documents expressly incorporated by reference, constitute the entire agreement between the Customer and SoluAI regarding SoluCortex.

If there is a conflict between these Terms and another applicable document, the following order of precedence will apply unless expressly stated otherwise in a written agreement accepted by SoluAI: (a) separate written agreement, enterprise agreement, order form or statement of work, only for the subject matter covered; (b) applicable DPA, only for personal data covered by it; (c) these Terms; (d) Privacy Policy; (e) Plan descriptions, pricing pages, Documentation or other policies.

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to be valid and enforceable, or severed if modification is not possible, and the remaining provisions will remain in effect.

SoluAI’s failure or delay in exercising any right does not constitute waiver. Any waiver must be in writing and applies only to the specific instance and purpose.

The Customer may not assign, transfer or delegate these Terms, its Account, Subscription, rights or obligations without SoluAI’s prior written consent. SoluAI may assign or transfer these Terms to an affiliate, successor, acquirer, investor, purchaser of assets, surviving entity in a merger, corporate reorganization or similar transaction, provided such assignment does not materially reduce the Customer’s rights.

SoluAI will not be liable for delay, failure, interruption, degradation or inability to perform resulting from events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government actions, legal restrictions, power failures, internet failures, telecommunications failures, cloud provider failures, third-party service failures, cyberattacks, denial-of-service attacks, security incidents or other events beyond reasonable control.

The Customer and SoluAI are independent contracting parties. Nothing in these Terms creates a partnership, joint venture, employment relationship, franchise, agency, fiduciary relationship or representative relationship.

The Customer and Users must comply with Applicable Law when accessing or using SoluCortex, including export control, sanctions, anti-corruption, anti-money laundering, data protection, consumer protection, tax and technology regulations.

Headings are provided for convenience only. “Including” means “including without limitation.” References to “written” or “in writing” include electronic communications where permitted by Applicable Law.

For questions regarding these Terms, the Service, legal notices, privacy matters or support, the Customer may contact SoluAI through the channels made available on the SoluCortex website or within the Service.

Unless updated by SoluAI, the legal contact is:

SoluAI SpA
RUT: 76.715.107-1
SoluCortex Legal Contact
Email: legal@soluai.cl
Santiago, Chile