Terms of Service

PLUTO ("Platform") is owned and operated by Tier-2 Systems LLC ("Company", "we", "us", or "our"). By accessing or using the PLUTO website at usepluto.ai and any related services (collectively, the "Service"), you ("User", "you", or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not access or use the Service.

These Terms incorporate by reference our Privacy Policy, which describes how we collect, use, and protect your personal information.

PLUTO is a Software-as-a-Service (SaaS) platform that provides an AI-powered assistant designed to integrate with Enterprise Resource Planning (ERP) systems, making business data accessible and actionable. The Service may include, but is not limited to:

• Natural-language querying of ERP data
• AI-generated insights, reports, and recommendations
• Integrations with third-party ERP platforms
• A website that provides information about our product and allows you to request demonstrations

Features and functionality may change at any time at our sole discretion.

Beta and Early Access: We may offer certain features or services under a beta or early access program for evaluation purposes. Beta features are provided "as is" without any warranties of any kind. We have sole authority to determine the nature, scope, and duration of any beta program. We reserve the right to modify or discontinue any beta feature at any time without notice, and you agree that we shall not be liable for any harm, monetary damage, or data loss arising from the modification or discontinuation of any beta feature.

You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.

If you are accessing or using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" and "your" shall include that organization.

Certain features of the Service may require you to create an account. When registering, you agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Keep your login credentials secure and confidential
• Accept responsibility for all activities that occur under your account

You must notify us immediately at support@tier2systems.com if you become aware of any unauthorized use of your account or any other breach of security. We reserve the right to disable any account at any time if, in our sole opinion, you have violated any provision of these Terms.

Your user account and access credentials are private information that belongs to you. You are responsible for keeping this information secure and confidential at all times. We shall not be liable for any harm or monetary damage arising from theft, unauthorized access, or accidental loss of your account credentials.

You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Service in any way that violates any applicable federal, state, local, or international law or regulation
• Attempt to gain unauthorized access to any part of the Service, other accounts, computer systems, or networks connected to the Service
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Resell, sublicense, lease, or otherwise redistribute access to the Service without our prior written consent
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service
• Use the Service to send unsolicited bulk communications (spam) or to transmit any malware, viruses, or harmful code
• Use the Service to build a competitive product or service, or to benchmark without our written permission
• Circumvent or disable any security, rate-limiting, or access-control features of the Service
• Provide false or misleading information when creating an account or using the Service

Access to certain features of the Service may require payment of fees. By selecting a paid plan, you agree to pay the applicable fees as described at the time of purchase.

• Recurring Charges: Subscription fees are billed on a recurring basis (monthly or annually) depending on the plan you select. You authorize us to charge your designated payment method on each billing cycle.
• Price Changes: We may change our fees at any time. We will provide at least 30 days' notice before any fee increase takes effect for your current subscription period.
• Taxes: All fees are exclusive of applicable taxes (including sales tax, VAT, and similar levies) unless stated otherwise. You are responsible for paying all taxes associated with your use of the Service.
• Late Payments: Unpaid amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We reserve the right to suspend or terminate your access for non-payment.

All sales are final. All fees are non-refundable except where required by applicable law. If you choose to cancel the Service at any time, you will not be refunded any amount corresponding to the remaining time in your billing cycle. No refunds or credits will be issued for partial subscription periods, downgrade of plan, or unused features. If you believe a charge is incorrect, please contact us at support@tier2systems.com within 30 days of the charge.

We understand that the data you provide or that is accessed through the Service ("User Data") is critical to your business. The following terms govern how we handle your data:

• Ownership: You retain all right, title, and interest in and to your User Data. Nothing in these Terms transfers ownership of your data to us.
• License to Process: You grant us a limited, non-exclusive, worldwide license to access, use, copy, and process your User Data solely to provide, maintain, and improve the Service.
• ERP Data: Data retrieved from your ERP system through the Service is treated as User Data. We do not claim ownership of any data originating from your ERP environment.
• Derived Insights: We may generate aggregated, anonymized, or de-identified data derived from your use of the Service ("Derived Data"). Derived Data does not identify you or any individual and may be used by us for any lawful purpose, including product improvement and analytics.
• Data Deletion: Upon termination of your account, you may request deletion of your User Data. We will delete your User Data within a commercially reasonable time, subject to our backup and retention policies and any legal obligations to retain data.

For more information on how we handle personal information, please see our Privacy Policy.

The Service and all related technology, including but not limited to software, AI models, algorithms, user interfaces, designs, text, graphics, logos, and documentation, are the exclusive property of Tier-2 Systems LLC or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

The Service is licensed, not sold. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes. This license does not include the right to sublicense, modify, adapt, or create derivative works of the Service.

"PLUTO", the PLUTO logo, the Tier-2 Systems LLC name and logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Tier-2 Systems LLC or its affiliates. You may not use such marks without our prior written permission. All other names, logos, and brands are property of their respective owners.

If you provide us with any feedback, suggestions, ideas, or other submissions regarding the Service ("Feedback"), you hereby assign to us all right, title, and interest in and to such Feedback. We are free to use, reproduce, disclose, and otherwise exploit any Feedback without restriction or compensation to you. You acknowledge that we are not obligated to use any Feedback.

You are solely responsible for all data, information, and content that you upload, submit, or transmit through the Service ("User Content"). You represent and warrant that you have all rights necessary to provide such User Content and that it does not infringe any third party's intellectual property or other rights.

If you believe that any content available through the Service infringes your copyright, please notify us at support@tier2systems.com with a description of the copyrighted work, identification of the infringing material, your contact information, and a statement under penalty of perjury that you are authorized to act on behalf of the copyright owner.

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service is provided on a best-effort basis. We may perform scheduled or emergency maintenance at any time, which may temporarily affect availability.

Specific uptime commitments, if any, are set forth in a separate Service Level Agreement (SLA) between you and Tier-2 Systems LLC. In the absence of a separate SLA, no specific uptime guarantee is provided.

Scheduled maintenance may be performed periodically, during which the Service may be temporarily unavailable. We will make reasonable efforts to provide advance notice of scheduled maintenance windows.

We shall not be liable for any downtime, data loss, or service interruptions caused by factors beyond our reasonable control, including but not limited to internet outages, third-party service failures, scheduled or emergency maintenance, or force majeure events.

By creating an account, you consent to receive electronic communications from us, including but not limited to:

• Transactional emails related to your account, billing, and Service usage
• Service announcements, security alerts, and maintenance notices
• Updates to these Terms, our Privacy Policy, or other legal documents

These transactional communications are a necessary part of your relationship with us and are not considered marketing. You may not opt out of transactional communications while maintaining an active account.

YOU UNDERSTAND AND AGREE THAT YOU ARE USING THE SERVICE AT YOUR OWN RISK. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT:

• The Service will meet your specific requirements
• The Service will be uninterrupted, timely, secure, or error-free
• The results obtained from the use of the Service, including any AI-generated outputs, insights, or recommendations, will be accurate, reliable, or complete
• Any errors in the Service will be corrected

TIER-2 SYSTEMS LLC DISCLAIMS ALL LIABILITY FOR ANY DAMAGES ARISING FROM DOWNLOADING ANY MATERIAL FROM OR THROUGH THE SERVICE, INCLUDING DAMAGES TO YOUR COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT USED TO ACCESS THE SERVICE.

AI Output Disclaimer: The Service utilizes artificial intelligence to generate insights and recommendations. AI-generated outputs are provided for informational purposes only and should not be relied upon as the sole basis for business, legal, financial, or other decisions. You are solely responsible for verifying the accuracy and suitability of any AI-generated output before acting upon it.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TIER-2 SYSTEMS LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, business opportunities, or goodwill
• Cost of procurement of substitute goods or services
• Business interruption or loss of use

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO US FOR THE LAST MONTHLY BILLING PERIOD OF YOUR SUBSCRIPTION IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

You agree to indemnify, defend, and hold harmless Tier-2 Systems LLC, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your access to or use of the Service
• Your violation of these Terms
• Your violation of any applicable law or third-party right, including any intellectual property, privacy, or proprietary right
• Any User Content or User Data you provide through the Service
• Any dispute between you and any third party regarding the Service

Suspension: We may suspend your access to all or part of the Service immediately, without prior notice, if we reasonably believe that: (a) your account has been compromised; (b) your use violates these Terms or applicable law; or (c) suspension is necessary to protect the Service, our users, or our systems.

Termination by You: You may terminate your account at any time by contacting us at support@tier2systems.com. Termination does not entitle you to a refund of any prepaid fees.

Termination by Us: We may terminate your account and access to the Service at any time for any reason, including but not limited to breach of these Terms. We will make reasonable efforts to provide notice unless immediate termination is required.

Inactivity: We reserve the right to suspend or terminate accounts that have been inactive for an extended period, as determined at our sole discretion, with or without prior notice.

Effect of Termination: Upon termination, your right to use the Service will cease immediately. Sections that by their nature should survive termination shall survive, including but not limited to Sections 8, 9, 11, 15, 16, 17, 19, and 20.

Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

Location: Arbitration shall take place in Delaware, United States, unless you and we agree otherwise. The arbitration may be conducted remotely to the extent permitted by the AAA rules.

Individual Basis: All Disputes shall be resolved on an individual basis only. You agree to waive any right to participate in a class action, class-wide arbitration, or any other representative proceeding. The arbitrator may not consolidate more than one person's claims.

Exceptions: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Subject to the arbitration provision in Section 19, any legal action or proceeding that is not subject to arbitration shall be brought exclusively in the federal or state courts located in Delaware, and you consent to the exclusive jurisdiction and venue of such courts.

You agree to comply with all applicable export control and sanctions laws and regulations, including those of the United States. You represent and warrant that:

• You are not located in, or a national or resident of, any country subject to a U.S. government embargo (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine)
• You are not listed on any U.S. government list of restricted or prohibited parties, including the Specially Designated Nationals (SDN) list maintained by the Office of Foreign Assets Control (OFAC)
• You will not use the Service for any purpose prohibited by export control laws

The Service is a "Commercial Item" as that term is defined at 48 C.F.R. § 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. The Service is provided to U.S. Government end users only with the rights granted to all other end users under these Terms.

If you are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident.

These Terms may be made available in languages other than English for your convenience. In the event of any conflict or inconsistency between the English version and any translated version, the English version shall prevail.

We reserve the right to modify these Terms at any time. For material changes, we will provide at least 30 days' advance notice before the changes take effect, by posting the updated Terms on our website and, where possible, notifying you via email.

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree with the changes, you must stop using the Service before the changes take effect.

If you have questions, concerns, or requests regarding these Terms of Service, please contact us:

• Legal inquiries: support@tier2systems.com
• General support: support@tier2systems.com
• Company: Tier-2 Systems LLC