Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Ward ("Ward," "we," "us," or "our"), the operator of the getward.ai platform. By accessing or using any part of the Ward platform, creating an account, or clicking "I Agree" during registration, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

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 to these Terms, in which case "Customer" or "you" shall refer to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not access or use the Ward platform.

These Terms apply to all users of the platform, including administrators, authorized users, and any person who accesses or uses the platform through your account. You are responsible for ensuring that all individuals who access the platform through your account are aware of and comply with these Terms.

2. Description of Service

Ward provides an AI-powered retail analytics platform ("Platform") designed to help retailers across grocery, fashion, convenience, pharmacy, home improvement, and specialty retail verticals derive actionable insights from their operational data. The Platform includes the following core capabilities:

• AI Agents. Autonomous AI agents that process, analyze, and interpret your retail data across sales, inventory, customer behavior, supply chain, and other operational domains. These agents operate continuously to surface patterns, anomalies, and opportunities within your data.
• Insight Cards. AI-generated summaries and recommendations delivered through structured insight cards. Each insight card presents a specific finding, supported by relevant data points, trend analysis, and suggested actions tailored to your retail context.
• Natural Language Querying (NLQ). An interface that enables you to ask questions about your data using plain language. The NLQ engine interprets your queries, retrieves relevant data, and returns answers in accessible, human-readable formats.
• Dashboards & Reporting. Interactive dashboards and configurable reports that visualize your retail performance metrics, KPIs, and trends over time.
• Integrations. Connectors and APIs that enable the Platform to ingest data from your existing point-of-sale systems, inventory management tools, e-commerce platforms, ERP systems, and other data sources.

Ward offers the Platform through two deployment models:

• Cloud Deployment. A fully managed, multi-tenant or single-tenant cloud-hosted environment maintained and operated by Ward.
• On-Premise Deployment. A self-hosted deployment within your own infrastructure, subject to separate installation and configuration requirements as outlined in your Order Form or deployment agreement.

Specific features, integrations, and deployment options available to you depend on the subscription plan selected and the terms of your Order Form, if applicable.

3. Account Registration & Eligibility

To access and use the Platform, you must create an account by providing accurate, complete, and current registration information. You agree to update your registration information promptly to keep it accurate and current at all times.

Eligibility requirements include the following:

• You must be at least 18 years of age or the age of legal majority in your jurisdiction, whichever is greater.
• You must be a duly authorized representative of the business or entity on whose behalf the account is being created.
• You must not have been previously suspended or removed from the Platform for violation of these Terms.

You are responsible for maintaining the confidentiality of your account credentials, including your password and any API keys. You are fully responsible for all activities that occur under your account, whether or not authorized by you. You agree to notify Ward immediately at hello@getward.ai if you suspect any unauthorized use of your account or any other breach of security.

Ward reserves the right to suspend or terminate any account that we reasonably believe has been compromised, is being used in violation of these Terms, or poses a security risk to the Platform or other users.

4. Subscription Plans & Billing

Access to the Platform is provided on a subscription basis. Ward offers various subscription plans, each with defined feature sets, usage limits, AI credit allocations, and support tiers. The specific terms of your subscription, including pricing, are set forth in your Order Form or as displayed on the Platform at the time of purchase.

Subscription Terms. Subscriptions are billed on a monthly or annual basis, as selected at the time of purchase. Unless otherwise specified in your Order Form, subscriptions automatically renew at the end of each billing period for successive periods of the same duration at the then-current pricing, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current billing period.

Payment. All fees are due and payable in advance of each billing period. Payment must be made via the payment methods accepted by Ward, which may include credit card, ACH transfer, or wire transfer. All fees are stated in United States Dollars (USD) unless otherwise specified in your Order Form.

Credit Pass-Through Model. Certain Platform capabilities, including AI agent processing, insight card generation, and natural language queries, consume AI credits. Your subscription plan includes a defined allocation of AI credits per billing period. Usage beyond your included allocation is billed as overage at the per-credit rate specified in your plan or Order Form. Overage charges are invoiced in arrears at the end of each billing period.

On-Premise Licensing. On-premise deployments are subject to separate licensing fees, implementation charges, and support terms as specified in your Order Form. On-premise licensing may include an annual license fee, implementation and configuration fees, and ongoing maintenance and support fees.

Taxes. All fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, withholding, and other taxes imposed by any governmental authority in connection with your use of the Platform, excluding taxes based on Ward's net income.

Late Payments. Any amounts not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Ward reserves the right to suspend access to the Platform if any invoice remains unpaid for more than fifteen (15) days past its due date.

5. AI Credits & Usage

The Platform operates on a credit-based usage model. AI credits are the unit of measurement for consumption of AI-powered features within the Platform.

Credit Consumption. Credits are consumed when you or your authorized users perform actions that invoke AI processing, including but not limited to:

• Generating insight cards from your retail data.
• Submitting natural language queries through the NLQ interface.
• Running AI agent analyses on new or updated data sets.
• Generating custom reports that require AI-driven computation.
• Using predictive analytics or forecasting features.

The number of credits consumed per action varies based on the complexity of the query, the volume of data processed, the AI models invoked, and the type of analysis requested. Current credit consumption rates are published in the Platform documentation and may be updated from time to time.

Included Credits. Each subscription plan includes a monthly or annual allocation of AI credits. Unused credits do not roll over to subsequent billing periods unless your plan or Order Form explicitly provides otherwise.

Overage. If your usage exceeds your included credit allocation during a billing period, additional credits will be provided automatically to ensure uninterrupted service. Overage credits are billed at the per-credit overage rate specified in your plan or Order Form. You may set usage alerts and spending caps within the Platform to manage your credit consumption.

Credit Monitoring. Ward provides real-time visibility into your credit usage through the Platform dashboard. You are responsible for monitoring your usage and managing your credit consumption accordingly.

6. Data Ownership

As between Ward and Customer, Customer retains all right, title, and interest in and to all data, content, and information that Customer uploads, transmits, or otherwise makes available to the Platform ("Customer Data"). Nothing in these Terms transfers or assigns ownership of Customer Data to Ward.

License to Process. By using the Platform, you grant Ward a limited, non-exclusive, worldwide license to access, collect, process, store, and analyze Customer Data solely for the purposes of (a) providing, maintaining, and improving the Platform and its features; (b) generating insights, reports, and recommendations for your use; and (c) fulfilling our obligations under these Terms. This license terminates upon the termination or expiration of your subscription, subject to the data retention provisions in Section 15.

Aggregated and De-Identified Data. Ward may create aggregated, anonymized, or de-identified data derived from Customer Data that cannot reasonably be used to identify you or any individual ("Aggregated Data"). Ward may use Aggregated Data for purposes including product improvement, benchmarking, research, and development of new features. Ward owns all Aggregated Data.

Data Security. Ward implements and maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Ward is currently pursuing SOC 2 Type II certification and maintains security practices aligned with SOC 2 Trust Services Criteria. Details of our security practices are available upon request.

Data Processing. To the extent that Customer Data includes personal data subject to applicable data protection laws, the parties agree to enter into a Data Processing Agreement, which shall be incorporated into and form part of these Terms.

7. AI-Generated Insights

The Platform utilizes artificial intelligence and machine learning models to analyze Customer Data and generate insights, recommendations, forecasts, and other outputs ("AI Outputs"). You acknowledge and agree to the following regarding AI Outputs:

• Advisory Nature. All AI Outputs are provided for informational and advisory purposes only. AI Outputs are not guarantees of any particular outcome, result, or return on investment. AI Outputs should be used as one input among many in your business decision-making process.
• No Professional Advice. AI Outputs do not constitute professional, financial, legal, or business advice. You should consult qualified professionals before making significant business decisions based on AI Outputs.
• Accuracy Limitations. While Ward strives to deliver accurate and useful AI Outputs, the quality and accuracy of AI Outputs depend on the quality, completeness, and accuracy of Customer Data. Ward does not warrant that AI Outputs will be error-free, complete, or suitable for any particular purpose.
• Customer Responsibility. You are solely responsible for evaluating, validating, and acting upon AI Outputs. You assume all risk associated with your use of or reliance on AI Outputs in making business decisions, including decisions related to pricing, inventory management, staffing, merchandising, and supply chain operations.
• Model Evolution. The AI models powering the Platform are continuously updated and improved. As a result, AI Outputs may vary over time even when based on the same underlying data. Ward reserves the right to update, modify, or replace AI models at any time to improve performance and accuracy.

8. Intellectual Property

Ward's Intellectual Property. Ward and its licensors own all right, title, and interest in and to the Platform, including all software, algorithms, AI models, machine learning models, user interfaces, designs, documentation, APIs, and all related intellectual property rights (collectively, "Ward IP"). These Terms do not grant you any right, title, or interest in Ward IP except for the limited right to access and use the Platform in accordance with these Terms and your subscription plan.

Customer's Intellectual Property. Customer retains all right, title, and interest in and to Customer Data, as described in Section 6. Customer also retains ownership of any proprietary methodologies, business processes, or trade secrets that Customer may disclose to Ward in connection with the use of the Platform.

Feedback. If you provide Ward with suggestions, enhancement requests, recommendations, or other feedback regarding the Platform ("Feedback"), you hereby grant Ward a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, modify, incorporate, and otherwise exploit such Feedback for any purpose without obligation or compensation to you.

Trademarks. Ward's name, logo, and all related product and service names, design marks, and slogans are trademarks or service marks of Ward. You are not granted any right or license to use any Ward trademarks without our prior written consent.

9. Acceptable Use

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You shall not, and shall not permit any authorized user or third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform or any Ward IP.
• Copy, modify, adapt, translate, or create derivative works based on the Platform or any Ward IP, except as expressly permitted by these Terms.
• Use the Platform or any information obtained from the Platform to build, train, or improve a competing product or service, directly or indirectly.
• Sublicense, resell, rent, lease, transfer, assign, or distribute the Platform or access thereto to any third party without Ward's prior written consent.
• Use the Platform to process data on behalf of third parties in a service bureau, time-sharing, or similar arrangement without Ward's prior written consent.
• Upload, transmit, or otherwise make available any data, content, or material that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable.
• Attempt to gain unauthorized access to any portion of the Platform, other accounts, computer systems, or networks connected to the Platform.
• Interfere with or disrupt the integrity, performance, or availability of the Platform or its underlying infrastructure.
• Circumvent, disable, or interfere with any security, authentication, or access control features of the Platform.
• Use automated scripts, bots, or other tools to access or interact with the Platform in a manner that exceeds reasonable usage patterns or circumvents rate limits.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Platform.

Ward reserves the right to investigate and take appropriate action against any violation of this section, including suspension or termination of access and pursuit of available legal remedies.

10. Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with these Terms, whether disclosed orally, in writing, electronically, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, Customer Data, Ward IP, business plans, pricing, product roadmaps, technical specifications, security practices, and the terms of any Order Form.

The Receiving Party agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, and agents who have a need to know and are bound by obligations of confidentiality at least as protective as those in these Terms; and (c) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under these Terms.

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent permitted by law) and cooperates with the Disclosing Party's efforts to obtain a protective order or other appropriate remedy.

Confidentiality obligations under this section survive for three (3) years following the termination or expiration of these Terms, except with respect to trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.

11. Service Level

For cloud-hosted deployments, Ward targets a monthly uptime of ninety-nine and nine-tenths percent (99.9%) for the Platform, measured as the percentage of total minutes in each calendar month during which the Platform is available and operational ("Uptime Target"). The Uptime Target excludes the following:

• Scheduled Maintenance. Ward performs scheduled maintenance during designated maintenance windows, typically between 2:00 AM and 6:00 AM Eastern Time on Sundays. Ward will use commercially reasonable efforts to provide at least seventy-two (72) hours' advance notice of scheduled maintenance that may result in downtime.
• Emergency Maintenance. Ward may perform emergency maintenance at any time to address critical security vulnerabilities, data integrity issues, or other urgent matters. Ward will notify affected customers as soon as reasonably practicable.
• Force Majeure. Downtime caused by events beyond Ward's reasonable control, including natural disasters, acts of war or terrorism, pandemics, government actions, third-party service outages, or failures of internet infrastructure.
• Customer-Caused Issues. Downtime resulting from Customer's misuse of the Platform, Customer's equipment or network failures, or Customer's failure to comply with Platform requirements.

If Ward fails to meet the Uptime Target in any calendar month, eligible customers may request service credits in accordance with the Service Level Agreement published on the Ward website or as specified in the applicable Order Form. Service credits are the sole and exclusive remedy for any failure to meet the Uptime Target.

For on-premise deployments, uptime and availability are the responsibility of the Customer, subject to the support terms specified in the applicable Order Form.

12. Limitation of Liability

Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF WARD AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO WARD DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exceptions. The limitations set forth in this section shall not apply to: (a) either party's indemnification obligations under Section 13; (b) liability arising from a party's gross negligence or willful misconduct; (c) liability arising from a breach of Section 10 (Confidentiality); or (d) Customer's payment obligations under these Terms.

Basis of the Bargain. The parties acknowledge that the limitations of liability set forth in this section reflect an informed, voluntary allocation of risk that forms an essential basis of the bargain between the parties. The Platform pricing reflects this allocation of risk, and neither party would enter into these Terms without these limitations.

13. Indemnification

Indemnification by Ward. Ward shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, demands, lawsuits, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any allegation that the Platform, as provided by Ward, infringes or misappropriates any third-party intellectual property right; or (b) Ward's gross negligence or willful misconduct.

Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Ward and its officers, directors, employees, and agents from and against any third-party claims, demands, lawsuits, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data, including any allegation that Customer Data infringes or misappropriates any third-party right; (b) Customer's use of the Platform in violation of these Terms or applicable law; or (c) Customer's gross negligence or willful misconduct.

Indemnification Procedures. The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) grant the indemnifying party sole control of the defense and settlement of such claim; and (c) provide reasonable cooperation and assistance in the defense of such claim at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes any obligation or liability on the indemnified party without the indemnified party's prior written consent.

14. Termination

Termination for Convenience. Either party may terminate these Terms at the end of the then-current subscription term by providing written notice of non-renewal at least thirty (30) days prior to the end of the current billing period. Customer may also terminate at any time by canceling the subscription through the Platform's account settings, effective at the end of the current billing period.

Termination for Cause. Either party may terminate these Terms immediately upon written notice to the other party if: (a) the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; (b) the other party becomes insolvent, files for bankruptcy, or has a receiver or trustee appointed for a substantial part of its assets; or (c) the other party ceases to operate in the ordinary course of business.

Termination by Ward. Ward may suspend or terminate your access to the Platform immediately and without prior notice if: (a) you fail to pay any amount when due and such failure continues for fifteen (15) days after written notice; (b) your use of the Platform poses a security risk to the Platform or other users; (c) your use of the Platform may subject Ward to legal liability; or (d) you violate the Acceptable Use provisions in Section 9.

Effect of Termination. Upon termination or expiration of these Terms: (a) all rights and licenses granted to you under these Terms shall immediately cease; (b) you shall immediately discontinue all use of the Platform; (c) any outstanding fees owed to Ward shall become immediately due and payable; and (d) each party shall return or destroy all Confidential Information of the other party in its possession, except as required by law or as necessary to exercise surviving rights. Sections 6, 7, 8, 10, 12, 13, 15, 16, and 17 shall survive any termination or expiration of these Terms.

No Refunds. Unless otherwise specified in your Order Form or required by applicable law, all fees are non-refundable upon termination. If Ward terminates these Terms for cause due to Ward's uncured material breach, Customer shall be entitled to a pro-rata refund of any prepaid fees for the unused portion of the then-current subscription term.

15. Data Portability & Deletion

Data Export. Upon request made within thirty (30) days following the effective date of termination or expiration, Ward will make Customer Data available for export in a standard, machine-readable format (such as CSV or JSON). Ward will provide reasonable assistance in facilitating the data export process. Data export requests should be submitted to hello@getward.ai.

Data Retention. Following termination or expiration, Ward will retain Customer Data for a period of thirty (30) days to facilitate data export. During this retention period, your access to the Platform may be limited to data export functionality only.

Data Deletion. After the thirty (30) day retention period, Ward will delete all Customer Data from its active systems within a commercially reasonable timeframe, except as required by applicable law, regulation, or legal process. Customer Data may persist in encrypted backup systems for up to an additional ninety (90) days, after which it will be permanently deleted in accordance with Ward's data retention policies.

Certification of Deletion. Upon Customer's written request, Ward will provide written certification confirming the deletion of Customer Data from its active systems.

Aggregated Data. For the avoidance of doubt, Ward's right to retain and use Aggregated Data as described in Section 6 survives termination or expiration of these Terms.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Any legal action or proceeding arising out of or relating to these Terms that is not subject to the arbitration provisions in Section 17 shall be brought exclusively in the federal or state courts located in Wilmington, Delaware, and each party irrevocably consents to the personal jurisdiction of such courts.

17. Dispute Resolution

Informal Resolution. Before initiating any formal dispute resolution proceedings, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms ("Dispute") through good-faith negotiation. The party raising the Dispute shall provide written notice to the other party describing the Dispute in reasonable detail. The parties shall attempt to resolve the Dispute within thirty (30) days of such notice through direct communication between senior representatives of each party.

Binding Arbitration. If the parties are unable to resolve a Dispute through informal negotiation within thirty (30) days, either party may submit the Dispute to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator with experience in commercial technology disputes. The arbitration shall take place in Wilmington, Delaware, or at another location mutually agreed upon by the parties. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

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, misappropriation, or violation of the other party's intellectual property rights or Confidential Information.

Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If a court or arbitrator determines that this class action waiver is void or unenforceable for any reason, then the arbitration agreement in this section shall be deemed null and void with respect to such proceeding, and the Dispute shall proceed in court.

18. Modifications to Terms

Ward reserves the right to modify these Terms at any time. When we make material changes, we will provide notice through one or more of the following methods: (a) posting the updated Terms on the Ward website with an updated "Last updated" date; (b) sending an email notification to the address associated with your account; or (c) displaying a prominent notice within the Platform.

Material changes to these Terms will become effective thirty (30) days after notice is provided, unless otherwise specified in the notice. Non-material changes, such as typographical corrections or clarifications that do not alter the substance of these Terms, may take effect immediately upon posting.

Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform and may terminate your subscription in accordance with Section 14. If you have an active Order Form, any modifications to these Terms that materially diminish your rights under the Order Form shall not apply to you until the next renewal of your subscription, unless you affirmatively consent to the changes.

19. Contact Information

If you have questions, concerns, or feedback regarding these Terms or the Ward platform, please contact us at:

• Email: hello@getward.ai
• Website: getward.ai

For legal notices required under these Terms, written notice must be sent via email to hello@getward.ai with the subject line "Legal Notice" or by certified mail to Ward's registered business address.

Ward will make commercially reasonable efforts to respond to all inquiries within five (5) business days.