Terms of Service

These Terms of Service (“Terms”) govern access to and use of Aqili Next and related websites, applications, and APIs (the “Services”) provided by Aqili, Inc. (“Aqili,” “we,” “us”). By accessing or using the Services, or by signing an order or order form that references these Terms, you (“Customer,” “you”) agree to be bound by them. If you use the Services on behalf of an organization, you represent that you are authorized to bind that organization.

1. Acceptance of terms

If a separate written master agreement or order form is executed between you and Aqili, that agreement controls to the extent it conflicts with these Terms. Otherwise, these Terms are the entire agreement regarding the Services.

2. The Services

Aqili Next is a multi-tenant accounts-receivable platform for parking operators that provides billing, payments, a parker self-service portal, reporting, migration tooling, and approval-gated AI agents. We may update, improve, or modify features over time; we will not materially reduce the core functionality of a paid subscription during its term without notice.

3. Accounts and access

• You are responsible for maintaining the confidentiality of credentials and API keys.
• You are responsible for all activity under your accounts, including users you invite.
• You will configure access using least privilege and promptly disable access for users who no longer need it.
• You will notify us promptly of any unauthorized access or security incident.

4. Customer data

As between the parties, you own all data you load into or generate within the Services (“Customer Data”). You grant us a limited license to host, process, and transmit Customer Data solely to provide and support the Services. Our handling of personal information within Customer Data is governed by our Privacy Policy and Data Processing Addendum. You are responsible for the accuracy and lawfulness of Customer Data and for having the rights necessary to provide it to us.

5. AI features

The Services include AI agents that draft suggestions and answer questions from your live data. Agents propose; a human approves. Any action that would change data requires explicit human approval before it is applied, and every agent run is logged for audit. AI output may contain errors and is not professional, financial, or legal advice; you are responsible for reviewing proposals before approving them. We do not use Customer Data to train third-party general-purpose models.

6. Acceptable use

You agree not to, and not to permit others to:

• Use the Services in violation of law or third-party rights.
• Reverse engineer, resell, or provide the Services to a third party except as permitted.
• Probe, scan, or circumvent security or tenant-isolation controls.
• Upload malware or interfere with the integrity or performance of the Services.
• Use the Services to send unlawful, deceptive, or abusive communications.

7. Fees and payment

Fees are described in your order form. Unless stated otherwise, fees are invoiced in advance, are non-refundable, and are exclusive of taxes. Late amounts may accrue interest and may result in suspension after notice. You authorize us and our payment processors to charge the payment methods you provide.

8. Third-party services

The Services integrate with third parties such as payment processors and identity providers. Your use of those services is governed by their terms, and we are not responsible for them. Enabling an integration authorizes the exchange of data necessary to operate it.

9. Intellectual property

Aqili and its licensors own all rights in the Services, including software, designs, and documentation. We grant you a non-exclusive, non-transferable right to use the Services during your subscription. Feedback you provide may be used by us without restriction. All rights not expressly granted are reserved.

10. Confidentiality

Each party may access the other's confidential information. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors bound by confidentiality obligations. These obligations do not apply to information that is public through no fault of the receiving party or independently developed.

11. Warranties and disclaimers

We will provide the Services with reasonable skill and care. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUES. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

You will defend and indemnify Aqili against third-party claims arising from your Customer Data or your use of the Services in violation of these Terms. We will defend and indemnify you against third-party claims that the Services, as provided by us, infringe that third party's intellectual property rights, subject to customary exclusions.

14. Term and termination

These Terms apply while you use the Services or for the subscription term in your order form. Either party may terminate for the other's uncured material breach after written notice. On termination, your right to use the Services ends, and we will make Customer Data available for export for a limited period before deletion, as described in the Privacy Policy and Data Processing Addendum.

15. Governing law

These Terms are governed by the laws of the State of [GOVERNING STATE], without regard to its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the courts located there. This section is a placeholder pending counsel review.

16. Changes to these terms

We may update these Terms from time to time. We will update the “Last updated” date and, for material changes, provide notice through the Services or by email. Continued use after changes take effect constitutes acceptance.

17. Contact

Questions about these Terms? Email support@aqilinext.com. Aqili, Inc..