Terms of Service

1. Definitions & Parties

• "Customer Data": data you submit or upload to the Services.
• "Third‑Party Data": data we obtain from external providers (e.g., publicly available web signals, licensed datasets).
• "Outputs": insights, reports, simulations, or other deliverables generated by the Services.
• iLuk's role: depending on context, acts as a processor (handling your Customer Data) or controller (for our collection/enrichment of Third‑Party Data).

These Terms apply between iLuk and the Customer identified in the ordering document. The Privacy Policy forms part of these Terms and governs how iLuk collects, uses, and protects Personal Data.

When other agreements exist (such as an Order Form, Statement of Work, or Enterprise Agreement), those documents will prevail in the event of any conflict with these Terms.

2. Scope of Services & Permitted Use

We grant you a non‑exclusive, non‑transferable license to access and use the Services for your internal business operations (unless otherwise agreed).

You shall use the Services only in accordance with these Terms, any applicable Acceptable Use Policy, and all laws/regulations.

Prohibited uses include: (i) scraping or ingesting non‑public or unauthorized data (e.g., behind login walls) unless you have rights; (ii) using the Services to build or offer a product that competes with iLuk; (iii) redistributing or sublicensing the Services or any raw data or proxies to third parties; (iv) engaging in any unlawful, exploitative, defamatory, harassing, or misleading activity; (v) misusing Outputs in violation of law or ethical standards.

Violation of this Acceptable Use clause may result in immediate suspension or termination of access to the Services.

3. Fees, Payment & Renewal

Customer shall pay the fees as set out in the ordering document.

Unless otherwise specified, the term of each subscription is 12 months and will automatically renew unless terminated with 30 days prior notice.

iLuk may increase fees on renewal upon 30 days notice. Enterprise plans will be governed by a separate, customized agreement defining specific pricing, service levels, and terms unique to those contracts.

4. Service Levels, Availability & Remedies

We commit to providing support and service within 24 hours of your submitted request, subject to the Service Plan you have hired.

The specific response times, priority levels, and remedies may vary depending on your Service Plan. iLuk will notify you in advance if your Service Plan's SLA terms are changed or updated.

5. Data Ownership, Access, Export & Retention

You retain ownership of your Customer Data and Outputs, subject to third‑party rights.

You may request export of Customer Data in a commonly used format within 30 days of termination.

Upon termination or expiration, we will delete or anonymize your Customer Data and Outputs within 60 days, unless we need to retain it for legal/regulatory reasons or as backup per our backup schedule.

Third‑Party Data remains subject to the rights and restrictions of our providers; we may not be able to provide raw Third‑Party Data to you.

Export of Aggregated AI Persona Data: iLuk may allow Customers to export aggregated or interpreted AI Persona data, provided such data is fully anonymized and cannot be reverse‑engineered to identify individuals or proprietary third‑party sources. Any exported data must:

• Be used solely for the Customer's internal business purposes.
• Not be resold, sublicensed, redistributed, or made publicly available.
• Remain subject to any third‑party license restrictions applicable to source data.
• Be logged and auditable by iLuk for compliance monitoring.
• Be subject to plan‑based limits or additional enterprise agreement terms governing volume or frequency of exports.

6. Data Governance, Security, Transfers & Compliance

We implement administrative, technical and organizational measures (encryption in transit & at rest, access controls, audit logs) consistent with industry standards (e.g., NIST, ISO 27001) to protect your data.

We process data in jurisdictions necessary for operations and apply approved transfer mechanisms (e.g., SCCs) for international data transfers.

You remain responsible for ensuring your use of Outputs and Customer Data complies with applicable privacy laws (e.g., GDPR, CCPA). We will notify you without undue delay of any personal data breach affecting your Customer Data in accordance with Section 11.

7. Audit Rights & Vendor Oversight

You may audit our compliance with these Terms (including our security controls and sub‑processors) no more than once per year, with 30 days prior notice, limited to scope relevant to you, and under confidentiality.

We may rely on third‑party certifications (e.g., SOC 2) as proof of compliance in lieu of direct audit access.

8. Third‑Party Providers & Integrations

The Services may integrate with or rely on third‑party providers (e.g., data suppliers, analytics, proxies).

You agree that use of such integrations is subject to the third parties' terms and that we are not liable for their acts or omissions.

We will maintain a list of our sub‑processors and notify you of changes.

9. Confidentiality & IP

Each party agrees to treat as confidential all non‑public information of the other party and use it only to perform under these Terms.

We own all intellectual property rights in the Services (software, models, algorithms). You receive no ownership rights except the license to use specified in Section 2.

9A. Attribution & Publicity

iLuk may use your name, logo, and brand to identify you as a customer on its website, pitch decks, or marketing materials, unless you provide written notice opting out.

Any additional public use, case studies, or press releases require mutual written consent.

9B. Indemnification

You agree to indemnify, defend, and hold harmless iLuk, its affiliates, officers, employees, and contractors from and against any third‑party claims, damages, liabilities, or expenses arising from (i) your use or misuse of the Services, (ii) your violation of these Terms or applicable law, or (iii) your content or data infringing third‑party rights.

iLuk will notify you promptly of any claim, provide reasonable cooperation, and allow you to control the defense and settlement, provided it does not impose obligations on iLuk beyond monetary payment.

10. Warranties, Disclaimers & Liability

Outputs generated by the Services, including AI Personas and simulations, are provided for informational and research purposes only. They are not factual statements about real individuals or entities. Customers must review, verify, and evaluate Outputs for accuracy, bias, and appropriateness before relying on or using them for any business or operational decision. iLuk does not guarantee that Outputs are accurate, complete, or free from error.

We warrant we will provide Services in a professional manner in accordance with the SLA.

EXCEPT AS SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND iLUK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON‑INFRINGEMENT.

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. iLUK'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THESE TERMS SHALL NOT EXCEED the greater of: (i) USD $5,000 or (ii) the total fees paid by you in the 12 months preceding the claim.

11. Incident Response & Breach Notification

We will notify you promptly after becoming aware of any actual or reasonably suspected data breach affecting your Customer Data.

Notification will include: description of the breach, affected data, remedial steps taken and planned, and contact for further assistance.

12. Term, Termination & Transition

Term begins on the effective date and continues for the initial subscription term. It renews automatically unless terminated per Section 3.

Either party may terminate for a material breach if not cured within 30 days after written notice.

Upon termination, Sections 5 (Data Ownership & Export), 6 (Security & Compliance), 9 (Confidentiality & IP), 10 (Liability), 11 (Incident Response), and 12 (Survival) survive.

We will provide reasonable transition assistance for up to 30 days to export data and wind down services.

13. Exit Assistance & Migration

Upon your request, we will provide reasonable cooperation to assist migration of your Customer Data to a successor provider, subject to mutually agreed fees.

We may charge standard fees for data export services beyond 30 days.

14. Sanctions, Export Controls & Representations

You represent and warrant that you are not located in, incorporated in, or owned or controlled by any government, individual, or entity that is the target of economic sanctions or trade restrictions under the laws of Mexico, the United States, the European Union, or any other applicable jurisdiction.

You further represent that neither you, nor any of your directors, officers, or employees appear on any restricted party lists (including but not limited to the U.S. Treasury Department's OFAC list, the EU Consolidated Sanctions List, or the United Nations Security Council sanctions lists).

You agree not to directly or indirectly export, re-export, transfer, or use any portion of the Services or data obtained from the Services in violation of applicable export control laws or regulations, including but not limited to the U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR).

iLuk maintains compliance programs and screening systems to prevent engagement with sanctioned parties. We reserve the right to suspend or terminate your access to the Services immediately if we reasonably believe your use may cause us to violate any applicable sanction, embargo, or export law.

You acknowledge that iLuk may request information to confirm compliance with applicable trade laws and you agree to provide timely cooperation, including certifications or documentation confirming your non-sanctioned status or export eligibility.

iLuk will not be liable for delays or failure to perform obligations under these Terms when such performance would violate or be inconsistent with applicable sanctions or export control regulations.

You represent that you are not located in, or subject to sanctions by, any embargoed jurisdiction and that your use of the Services complies with all export control laws. You will not use the Services for any prohibited activities (fraud, money‑laundering, ransomware, prohibited content).

15. Amendments & Notice

We may amend these Terms upon 30 days prior notice. If you do not agree to the changes, you may terminate the Services prior to the effective date of the amendment.

Notices will be given via email to the address you provided or via the platform and are effective when sent.

16. Governing Law, Dispute Resolution & Time Bar

These Terms are governed by the laws of Mexico. Any dispute not resolved by negotiation will be submitted to arbitration (or the courts) in Mexico City.

Except for claims of indemnity or confidentiality breach, neither party may bring a claim more than 2 years after accrual.

17. Fees & Benchmarking Review

After the first 2 years, we may benchmark pricing relative to market conditions and modify pricing upon 30 days notice.

Upgrades or downgrades in your plan trigger pro‑rated adjustments.

18. Survival

The obligations under Sections 5, 6, 9, 10, 11, 12, 13, and 16 survive termination.

19. Account Registration and Eligibility

You must be at least 13 years old (or older where required by law) to use the Services.

You must provide accurate and up-to-date account information and are responsible for all activity that occurs under your account.

You agree to maintain the confidentiality of your credentials and to notify iLuk immediately of any unauthorized access or security breach.

20. Customer Responsibilities

You are responsible for obtaining all rights and consents necessary to provide your data and content to the Services.

You will ensure that all use of the Services complies with applicable laws, regulations, and these Terms.

You are solely responsible for reviewing Outputs for accuracy and appropriateness before any use or publication.

21. Acceptable Use

You agree not to violate intellectual property rights, upload malicious code, attempt to extract source code, circumvent rate limits, or misuse the Services for unlawful or exploitative purposes.

You may not use the Services to benchmark, copy, or compete with iLuk's products.

We may suspend or terminate access for violations of this Acceptable Use Policy.

22. Beta, Trial, and Free Features

We may offer certain features or services on a beta or trial basis. These are provided "as-is" and may be modified or discontinued at any time without notice.

23. Software License

We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Services during your active subscription.

For any downloadable or app-based components, you may install one copy per authorized device solely to access the Services.

Use through app stores (Apple App Store, Google Play, etc.) is subject to their respective license and maintenance terms.

24. Service Availability and Modifications

We may modify or discontinue features as needed, provided such changes do not materially reduce the core functionality of paid Services without offering an appropriate remedy or notice.

We will provide advance notice of significant service modifications.

25. Privacy and Data Protection

We process Personal Data in accordance with our Privacy Policy and Data Processing Addendum where applicable.

We implement administrative, organizational, and technical measures to safeguard data in compliance with global privacy laws.

26. Indemnification

You will indemnify and defend iLuk and its affiliates from and against any third-party claims arising out of your inputs, misuse of the Services, or violation of these Terms.

iLuk will provide you with prompt notice of any such claim and reasonable cooperation at your expense.

27. Attribution and Publicity

iLuk may use your name, logo, and brand to identify you as a customer in marketing materials, case studies, and on our website, unless you opt out by written notice.

Any public announcements or press releases beyond identification as a customer require mutual written consent.

28. Intellectual Property

The Services, software, and all related intellectual property are and will remain the exclusive property of iLuk and its licensors.

Except for the limited licenses granted herein, no rights or ownership are transferred to you.

29. Completeness and Integration

This document, together with any Customer Agreement, Data Processing Addendum, or Order Form, represents the full and exclusive agreement between you and iLuk.

In case of conflict between these Terms and a signed agreement, the latter prevails.

30. Contact Information

Company: iLuk SAPI de CV

Email: privacy@iluk.ai

Address: Aniceto Ortega 650, Casa 3, Col. Del Valle Centro, Benito Juárez, Ciudad de México, C.P. 03100