Terms of Service

Last updated March 19, 2026

1. Introduction

Welcome to Ardor Cerebrum Pte. LTD. ("Company," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our services, software, and applications (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy, and our Acceptable Use Policy. If you do not agree with these Terms, you must not use the Service.

2. Definitions

In these Terms, unless the context requires otherwise:

"Acceptable Use Policy" or "AUP" means the Company's policy governing acceptable use of the Service, including hosting-specific restrictions, as published on the Company's website and incorporated herein by reference. The Company may update the AUP from time to time without requiring amendment to these Terms.

"API" means any application programming interface(s) operated or used by the Company for provision of the Service.

"Authorized Users" means those employees, contractors, or agents of the Customer who are authorized by the Customer to use the Service.

"Confidential Information" means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

"Customer" means the individual or entity using the Service.

"Customer Data" means any data, information, or material submitted by the Customer or Authorized Users to the Service, including Input and Output.

"Derived Data" means data derived from the Customer's use of the Service, including statistical or aggregated data, but excluding Personal Data.

"Fees" means the fees payable by the Customer for the use of the Service.

"Input" means any queries, prompts, code, data, specifications, attachments, or other information that the Customer provides or makes available to the Service.

"Intellectual Property Rights" means all intellectual property rights, including patents, trademarks, service marks, copyrights, database rights, design rights, trade secrets, and know-how.

"Output" means any code, content, configurations, documentation, or other materials generated by the Service based on the Customer's Input.

"Personal Data" means any data relating to an identified or identifiable natural person, as defined under the Personal Data Protection Act 2012 of Singapore and any applicable data protection legislation.

"Service" means the Company's software applications, websites, APIs, AI agents, hosting infrastructure, and any associated services provided to the Customer, including code generation, deployment, and hosting capabilities.

"Subscription Tier" means the subscription plan selected by the Customer.

"Term" means the duration of the Agreement between the Customer and the Company.

"Third-Party Data" means data, information, or materials made available to the Customer by a third-party provider accessible through the Service.

3. Acceptance of Terms

By accessing or using the Service, you:

(a) represent that you have the legal capacity to enter into a binding agreement;

(b) agree to comply with these Terms, the Acceptable Use Policy, and all applicable laws and regulations; and

4. Changes to Terms

4.1 We may modify these Terms from time to time.

4.2 Material changes will take effect thirty (30) days after posting the revised Terms on our website or notification via email or through the Service, whichever is earlier.

4.3 Non-material changes will be effective immediately upon posting with an updated "Last Updated" date.

4.4 Your continued use of the Service after the applicable effective date constitutes your acceptance of the new Terms.

4.5 We will notify you of material changes via email or through the Service.

5. Account Usage and Security

5.1 Account Creation

To use certain Service features, you must create an account by providing accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials.

5.2 Account Security

You are responsible for all activities that occur under your account. You must notify us immediately if you suspect any unauthorized access or misuse of your account.

5.3 Authorized Users

If you are using the Service on behalf of an organization, you agree to ensure that all Authorized Users comply with these Terms and the Acceptable Use Policy.

6. Use of the Service

6.1 License Grant

Subject to your compliance with these Terms and payment of applicable Fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Term.

6.2 Prohibited Conduct

You agree not to:

(a) use the Service in violation of any applicable laws or regulations;

(b) access, store, distribute, or transmit any viruses or any material during your use of the Service that is unlawful, harmful, infringing, or offensive;

(d) reverse-engineer, decompile, disassemble, or create derivative works based on the Service's proprietary software, excluding Output lawfully generated through normal use of the Service;

(e) use the Service to build a competitive product or service;

(f) interfere with or disrupt the integrity or performance of the Service; or

(g) use the hosting capabilities of the Service to distribute content or software in violation of applicable laws, third-party rights, or open source license terms.

6.3 Prohibited Content

You may not post, transmit, or host content that:

(a) is defamatory, harassing, or abusive;

(b) infringes on any third party's intellectual property rights;

(d) promotes illegal activities;

(e) contains sexually explicit material or hate speech; or

(f) violates any applicable open source license terms.

6.4 Compliance with Limits

Your use of the Service is subject to quotas and limits associated with your Subscription Tier. You agree to abide by these limitations and acknowledge that exceeding them may result in additional Fees or suspension of Service.

7. Export Compliance and Sanctions

By accessing or using the Service, you represent and warrant that:

7.1 Sanctions and Embargoes

You are not located in, under the control of, or a national or resident of any country or territory that is subject to applicable trade sanctions or embargoes, including but not limited to sanctions maintained by the United States (OFAC), the European Union, the United Nations, or Singapore.

7.2 Restricted Party Lists

You are not identified on any applicable restricted or denied party list, including the U.S. Treasury Department's Specially Designated Nationals List, the U.S. Commerce Department's Denied Persons or Entity List, or any equivalent list maintained by the European Union or Singapore.

7.3 Export Control Compliance

You will not use the Service in violation of any applicable export control laws, trade sanctions, or embargo regulations.

7.4 Authorized User Compliance

You will not permit any Authorized User to access or use the Service in a manner that would cause the Company to violate any applicable sanctions or export control laws.

7.5 Company's Right to Suspend

The Company reserves the right to suspend or terminate your access to the Service immediately and without liability if we reasonably believe that your use of the Service may expose the Company to sanctions risk or violate any applicable trade restrictions.

8. AI-Generated Content and Intellectual Property

8.1 Ownership of Input

You retain all right, title, and interest in and to your Input. You are solely responsible for Input, including ensuring that it does not violate any applicable law, these Terms, or any third-party rights.

8.2 Ownership of Output

As between you and the Company, and to the extent permitted by applicable law, you own the Output generated for you through the Service. The Company hereby assigns to you all of its right, title, and interest, if any, in and to the Output on a non-exclusive basis. This assignment is subject to:

(a) any third-party rights in the underlying AI models, training data, or components used to generate the Output;

(b) the applicable license terms of any third-party or open source software incorporated in or modified as part of the Output (see Section 8.7);

(d) the fact that due to the nature of AI-generated content, the Output may not be unique and the Service may generate the same or similar Output for other customers. This assignment does not preclude the Company from generating and assigning the same or similar Output to other customers, and does not extend to other customers' Output or any third party's rights.

8.3 Output Disclaimer

Output is provided "as is" and may contain errors, inaccuracies, security vulnerabilities, or other issues. Output may incorporate or be similar to open source code or other third-party materials subject to various license terms. You are solely responsible for reviewing, testing, and validating any Output before use, including in any production environment. The Company makes no representations or warranties regarding the accuracy, completeness, reliability, suitability, non-infringement, or license compatibility of any Output. You are responsible for determining the intellectual property rights you may have in Output and its commercial usability under the laws of your jurisdiction.

8.4 Training and Improvement

(a) Default. By using the Service, you grant the Company a worldwide, perpetual, royalty-free, non-exclusive license to use, copy, modify, process, analyze, and otherwise use your Input and Output for the purposes of operating, maintaining, and improving the Service, and developing and training AI and machine learning models. This license excludes any personally identifiable information ("PII"). Notwithstanding the perpetual nature of this license, upon receiving a verifiable request from you, the Company will use commercially reasonable efforts to remove identifiable Input and Output data from active training datasets within a reasonable timeframe, subject to technical feasibility.

(b) Opt-Out for Paid Subscription Tiers. If you use the Service under a paid Subscription Tier, you may opt out of having your Input and Output used for training or improving AI models through your account settings. Even when training is disabled, the Company may still process your Input and Output as necessary to provide and operate the Service, provide support, enforce policies, prevent fraud, and maintain the safety and security of the Service.

(c) Usage Data. Regardless of your Subscription Tier or opt-out settings, the Company may collect and use aggregated, anonymized, or de-identified data derived from your use of the Service ("Usage Data") for any business purpose, including analytics, benchmarking, improving the Service, and developing new features. Usage Data does not include Input, Output, or PII.

8.5 License to Operate the Service

You grant the Company a non-exclusive, worldwide, royalty-free license to use, store, reproduce, modify, and display your Input and Output solely as necessary to provide and operate the Service, provide support, publish and display content within the Service as directed by you, enforce policies, prevent fraud, comply with applicable law, and maintain the safety and security of the Service. For the avoidance of doubt, this license is independent of Section 8.4 and is not affected by any opt-out election made under Section 8.4(b).

8.6 Feedback

If you provide us with any feedback, suggestions, ideas, or other information relating to the Service or our business ("Feedback"), you agree that we may use, copy, modify, distribute, publish, or otherwise exploit that Feedback for any purpose, in any form, and through any medium, without restriction or compensation to you. You also agree that we have no obligation to keep Feedback confidential.

8.7 Third-Party and Open Source Software

(a) General. The Service may deploy, install, configure, host, or modify third-party or open source software on your behalf. Such software remains subject to its original license terms (e.g., MIT, Apache 2.0, GPL, AGPL, or other applicable licenses). The ownership assignment in Section 8.2 applies solely to original Output created by the Service and does not grant you any rights beyond those permitted by the applicable third-party or open source license.

(b) Company's Role. The Company acts solely as a tool and infrastructure provider and does not act as the Customer's agent, licensee, or distributor when deploying, hosting, or modifying third-party or open source software. The Customer is the sole licensee of any third-party or open source software utilized through the Service and bears full responsibility for license compliance, including but not limited to compliance with copyleft obligations (e.g., GPL, AGPL, SSPL) that may arise from use, modification, distribution, or making available over a network.

(c) Customer Responsibility. You are solely responsible for reviewing and complying with the license terms of any third-party or open source software deployed, hosted, or modified through the Service. The Company makes no representations or warranties that any modifications to third-party or open source software are compatible with or permitted under the applicable license terms, or that such modifications do not create additional obligations for you under the applicable license.

9. Content on the Service

9.1 Your Content and Ownership

Subject to Section 8, you retain all rights, title, and interest in and to the Customer Data. Nothing in these Terms transfers ownership of Customer Data to us, or ownership of the Service to you.

9.2 Derived Data

We may generate Derived Data from your use of the Service. All rights in Derived Data shall belong to us. The Company shall ensure that Derived Data is anonymized or aggregated such that it cannot reasonably be used to identify the Customer or any individual. Derived Data shall not include any Personal Data.

9.3 Third-Party Content

The Service may include content from third parties, including AI models and components provided by third-party providers. We are not responsible for such content, and your use of third-party content is at your own risk and subject to the applicable third-party terms.

9.4 Company Ownership

We own all Intellectual Property Rights in and to the Service and any improvements, enhancements, or modifications thereto. All rights not expressly granted in these Terms are reserved by the Company.

10. Data Protection and Privacy

10.1 Privacy Policy

Our collection and use of Personal Data are governed by our Privacy Policy, which is incorporated by reference into these Terms.

10.2 Customer Warranties

By using the Service, you consent to such processing and warrant that all data provided by you is accurate and that you have the right to provide such data.

11. Fees and Payment

11.1 Subscription Fees

Access to certain features of the Service may require payment of Subscription Fees. You agree to pay all applicable Fees as described in the Subscription Tier you select.

11.2 Overage Fees

If you exceed the limits of your Subscription Tier, additional Fees may apply. You authorize us to charge any Overage Fees to your Payment Method.

11.3 Payment Terms

Fees are due in accordance with the billing terms specified at the time of purchase or as set forth in an applicable Order Form. All payments are non-refundable unless otherwise specified.

11.4 Taxes

You are responsible for all taxes associated with your use of the Service. All Fees are exclusive of taxes unless otherwise noted.

11.5 Payment Method

You must provide a valid Payment Method. We may suspend or terminate your access to the Service if your Payment Method is invalid or charges are refused.

12. Suspension of Service

12.1 Grounds for Suspension

We may suspend your access to the Service without liability if:

(a) you breach any provision of these Terms or the Acceptable Use Policy;

(b) your use of the Service poses a security risk;

(d) required by law or governmental authority; or

(e) your hosted content is the subject of a valid intellectual property complaint under Section 18.

12.2 Notice and Restoration

We will make reasonable efforts to notify you of such suspension and will restore access promptly after the issue has been resolved.

13. Intellectual Property Rights

13.1 Company's Intellectual Property

All rights, title, and interest in and to the Service and related Intellectual Property Rights are owned by us.

13.2 Improvements

Any modifications, enhancements, or derivative works made to the Service or its underlying software will be owned exclusively by the Company.

14. Confidentiality

14.1 Obligations

Each party agrees to maintain the confidentiality of the other's Confidential Information and not to use it except as necessary to perform obligations under these Terms.

14.2 Exceptions

Confidential Information does not include information that:

(a) is or becomes publicly available without breach of these Terms;

(b) was known to the receiving party before disclosure; or

14.3 Compelled Disclosure

A party may disclose Confidential Information if required by law, provided it gives reasonable notice to the other party (if legally permissible) and cooperates in any effort to obtain protective orders or similar remedies.

15. Limitation of Liability

15.1 Disclaimer of Warranties

The Service is provided "as is" without warranties of any kind. We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

15.2 Cap on Liability

To the maximum extent permitted by law:

(a) we will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or use; and

(b) our total aggregate liability under these Terms will not exceed the total Fees paid by you in the twelve (12) months preceding the claim.

15.3 Indemnification

You agree to indemnify and hold us harmless from any claims, damages, liabilities, and expenses arising out of your use of the Service or violation of these Terms, including but not limited to:

(a) infringement of third-party Intellectual Property Rights;

(b) violation of third-party or open source license terms in connection with Output, including any claims arising from the deployment, installation, configuration, hosting, modification, or distribution of open source software through the Service;

(d) any claims arising from content hosted through the Service on your behalf; and

(e) any claims arising from your failure to comply with copyleft or other open source license obligations, including obligations under GPL, AGPL, SSPL, or similar licenses.

16. Term and Termination

16.1 Term

These Terms commence on the date you accept them and continue until terminated as provided herein.

16.2 Termination by You

You may terminate your account at any time by providing written notice to us or by following the instructions on the Service.

16.3 Termination by Us

We may terminate or suspend your access to the Service if you breach these Terms, fail to pay Fees when due, or if required by law.

16.4 Effects of Termination

Upon termination:

(a) all rights granted to you under these Terms will cease;

(b) you must cease all use of the Service;

(d) the Company will retain Customer Data for a period of thirty (30) days following termination ("Data Retention Period"), during which you may export your Customer Data. After the Data Retention Period, the Company may delete or disable access to any of your Customer Data stored on the Service without further notice; and

(e) you may continue to use Output generated prior to termination in accordance with these Terms, subject to any applicable third-party or open source license terms.

16.5 Survival

Provisions that by their nature should survive termination will remain in effect, including but not limited to Sections 8 (AI-Generated Content and Intellectual Property), 14 (Confidentiality), 15 (Limitation of Liability), 17 (Governing Law and Dispute Resolution), and 19 (Force Majeure).

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles.

17.2 Mediation

Any dispute arising out of or in connection with these Terms shall first be referred to mediation administered by the Singapore International Mediation Centre ("SIMC") in accordance with its mediation rules for the time being in force. Either party may initiate mediation by written notice to the other party. The mediation shall be conducted in Singapore and in the English language. If the dispute is not settled within sixty (60) days of the commencement of the mediation (or such further period as the parties may agree in writing), either party may proceed to litigation in accordance with Section 17.3.

17.3 Jurisdiction

Each party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms that is not resolved through mediation under Section 17.2.

18. Copyright and Intellectual Property Complaints

18.1 Reporting Infringement

The Company respects the intellectual property rights of others. If you believe that content hosted on or generated through the Service infringes your copyright or other intellectual property rights, you may submit a written notice to the Company at the contact address provided in Section 20. Your notice must include:

(a) identification of the copyrighted work or intellectual property claimed to have been infringed;

(b) identification of the material on the Service that is claimed to be infringing, with sufficient information for the Company to locate the material;

(d) a statement that you have a good faith belief that the use of the material is not authorized by the intellectual property owner, its agent, or the law;

(e) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the intellectual property owner or authorized to act on behalf of the owner; and

(f) a physical or electronic signature of the intellectual property owner or authorized representative.

18.2 Company Response

Upon receipt of a valid notice under Section 18.1, the Company may, at its sole discretion:

(a) remove or disable access to the allegedly infringing material;

(b) notify the Customer responsible for the material of the complaint; and

18.3 Counter-Notice

If you believe that material removed or disabled pursuant to this Section 18 is not infringing, or that you have authorization to use the material, you may submit a written counter-notice to the Company including the information required under applicable law. The Company will process counter-notices in accordance with the Singapore Copyright Act 2021 and other applicable laws.

18.4 Good Faith Protection

The Company shall not be liable to any party for any action taken in good faith pursuant to this Section 18.

19. Force Majeure

19.1 Definition and Scope

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (excluding payment obligations) to the extent that such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, failures of third-party cloud infrastructure providers, cyberattacks, or denial-of-service attacks ("Force Majeure Event").

19.2 Obligations of the Affected Party

The affected party shall:

(a) promptly notify the other party of the Force Majeure Event and its expected duration;

(b) use commercially reasonable efforts to mitigate the impact of the Force Majeure Event; and

19.3 Prolonged Force Majeure

If a Force Majeure Event continues for more than ninety (90) days, either party may terminate the affected portion of the Service by written notice to the other party, and the Company shall provide a pro-rata refund of any prepaid Fees for the period during which the Service was unavailable.

20. Contact Information

If you have any questions about these Terms, please contact us at:

Email: legal@ardor.cloud

Address: 68 Circular Road #02-01, 049422, Singapore

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