Terms of Service

Archivista Archives, Inc. · Vista: Private Intelligence

1. The Agreement

These Terms of Service (“Terms”) govern access to and use of Vista, the Private Intelligence engine operated by Archivista Archives, Inc. (“Archivista,” “we,” “us”), by the organization accepting these Terms (“Customer,” “you”). By accessing Vista, executing an order form that references these Terms, or clicking to accept, you agree to them on behalf of your organization and represent that you have authority to do so.

If you and Archivista have signed a master services agreement or enterprise order form, that signed agreement controls where it conflicts with these Terms.

The Vista Privacy Policy is incorporated into these Terms by reference. The commitments made there, including the commitment never to train external AI models on your data, are contractual obligations under this agreement, not marketing statements.

2. Definitions

• Vista Engine: Archivista's private AI platform that executes customer-specific agentic processes within isolated environments.
• Agentic Process: A configured, multi-step AI workflow that Vista executes on Customer's behalf to complete a complex task.
• Inputs: Data, documents, prompts, records, and other content Customer or its Authorized Users submit to Vista.
• Outputs: Results the Vista Engine generates in response to Inputs.
• Customer Content: Inputs and Outputs together, including Customer's knowledge graph and any records derived from them within Customer's tenant.
• Private Tenant: The logically isolated environment dedicated to Customer in which Vista runs and Customer Content resides.
• Authorized Users: Customer's employees and contractors whom Customer permits to use Vista under Customer's account.

3. Ownership: You Own Your Data, We Own the Rails

3.1 Customer Content. As between the parties, Customer retains all right, title, and interest in and to Customer Content. To the extent Archivista holds any rights in Outputs, Archivista assigns those rights to Customer upon generation. Ownership of Outputs is not exclusive across customers: because AI systems can produce similar results for similar Inputs, other customers may independently receive similar outputs, and this assignment does not extend to those.

3.2 The Platform. Archivista retains all right, title, and interest in and to the Vista Engine, the platform, the underlying models and orchestration layer, documentation, and all improvements to them. Nothing in these Terms transfers platform ownership to Customer.

3.3 License to Archivista. Customer grants Archivista a limited, non-exclusive license to host and process Customer Content solely to (a) provide the services to Customer, (b) maintain and secure Customer's Private Tenant, and (c) comply with law. This license ends when the Customer Content is deleted under Section 10. It never includes the right to train, fine-tune, or improve any foundation model, and it never includes use of Customer Content for any other customer.

3.4 License to Customer. Archivista grants Customer a non-exclusive, non-transferable right to access and use Vista during the term, for Customer's internal business purposes, in accordance with these Terms and applicable order forms.

4. The Private Intelligence Commitments

Archivista contractually commits that:

• No external training. Customer Content is never used to train external AI models, and never contributed to any third-party model provider for training, retention, or improvement.
• No aggregation workaround. Archivista does not use anonymized, de-identified, or aggregated Customer Content for model training. The prohibition has no carve-outs.
• Tenant isolation. Customer Content is processed within Customer's Private Tenant. What Vista learns in Customer's environment serves Customer alone.
• Infrastructure. Vista is hosted on Microsoft Azure in a private-tenant architecture with triple redundancy.
• Subprocessor discipline. Every subprocessor is contractually prohibited from training AI models on Customer Content. A current subprocessor list is available on request.
• Exit with your data. Customer may export Customer Content in standard, portable formats at any time and on termination, with Archivista's assistance. Customer's data and knowledge graph leave with Customer.

5. Customer Responsibilities

5.1 Lawful content and authority. Customer is responsible for its Inputs and warrants that it has all rights, consents, and legal bases necessary to submit them and to have Vista process them, including any client consents or regulatory notices Customer's own obligations require.

5.2 Account security. Customer is responsible for its Authorized Users, their compliance with these Terms, and the confidentiality of credentials. Customer will notify Archivista promptly of any suspected unauthorized access.

5.3 Human oversight of Outputs. Outputs are generated by AI and are probabilistic. They may be inaccurate, incomplete, or unsuitable for a given purpose. Customer is responsible for evaluating Outputs before relying on them, and for maintaining human review appropriate to the stakes of the use, including any review its regulators require. Vista's verification architecture supports this oversight; it does not replace it.

5.4 Professional judgment. Vista does not provide legal, tax, accounting, investment, or other professional advice. Outputs are inputs to Customer's professional judgment, not substitutes for it.

6. Acceptable Use

Customer will not, and will not permit Authorized Users to:

• Use Vista to violate law or the rights of any person
• Submit content Customer lacks the right to submit
• Attempt to access another customer's tenant or data
• Reverse engineer, scrape, or extract the Vista Engine, its models, or its orchestration logic, except as law permits notwithstanding this restriction
• Use Vista or its Outputs to develop a competing AI product or to train other AI models
• Circumvent human-verification gates, usage limits, or security controls
• Use Vista to make fully automated decisions that produce legal or similarly significant effects on individuals without human review
• Resell or provide Vista to third parties except as an order form expressly permits

Archivista may suspend access that presents a security risk or material breach of this section, with notice where practicable, and will restore access when the issue is resolved.

7. Confidentiality

Each party will protect the other's non-public information with at least reasonable care and use it only to perform under these Terms. Customer Content is Customer's confidential information. Archivista's platform, pricing, and non-public documentation are Archivista's confidential information. Confidentiality obligations survive termination for five years, and for Customer Content, for as long as Archivista holds it.

8. Security and Data Protection

Archivista will maintain administrative, technical, and physical safeguards appropriate to the sensitivity of Customer Content, including encryption in transit and at rest, role-based access controls, tenant isolation, triple-redundant Azure storage, and audit logging, as further described in the Vista Privacy Policy and in Archivista's security documentation. Where required by applicable data protection law, the parties will execute Archivista's Data Processing Agreement, which is incorporated by reference upon execution. Archivista will notify Customer without undue delay of any breach affecting Customer Content.

9. Fees and Payment

Fees, billing frequency, and payment terms are set out in the applicable order form. Except as an order form states otherwise, fees are non-refundable, invoices are due within 30 days, and Customer is responsible for applicable taxes other than taxes on Archivista's income. Archivista may adjust fees at renewal with at least 60 days' notice.

10. Term, Termination, and Export

10.1 Term. These Terms apply from acceptance and continue through the subscription term in the order form, renewing as the order form provides.

10.2 Termination. Either party may terminate for material breach uncured within 30 days of written notice, or immediately if the other party becomes insolvent. Customer may terminate as its order form permits.

10.3 Effect of termination: your data leaves with you. Upon termination or expiration, Customer may export Customer Content in standard, portable formats for 90 days, and Archivista will provide reasonable export assistance. After the export window, Archivista deletes Customer Content from active systems and purges backups on its standard rotation, except as law requires retention. Sections that by their nature survive (ownership, confidentiality, disclaimers, liability, governing law) survive termination.

11. Warranties and Disclaimers

11.1 Mutual. Each party warrants it has the authority to enter these Terms.

11.2 Service warranty. Archivista warrants that Vista will perform materially in accordance with its documentation, and that Archivista will provide the services with reasonable skill and care.

11.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, VISTA AND ALL OUTPUTS ARE PROVIDED “AS IS.” ARCHIVISTA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ARCHIVISTA DOES NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR DECISION, AND CUSTOMER'S RELIANCE ON OUTPUTS IS AT ITS OWN RISK, SUBJECT TO SECTION 5.3.

12. Indemnification

12.1 By Archivista. Archivista will defend and indemnify Customer against third-party claims that the Vista platform itself (excluding Customer Content and third-party materials) infringes intellectual property rights, provided Customer used Vista in accordance with these Terms.

12.2 By Customer. Customer will defend and indemnify Archivista against third-party claims arising from Customer's Inputs, Customer's use of Outputs in violation of these Terms, or Customer's breach of Section 5 or 6.

12.3 Process. The indemnified party must give prompt notice, reasonable cooperation, and sole control of the defense to the indemnifying party.

13. Limitation of Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR DATA; AND (B) EACH PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS IS CAPPED AT THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14. Changes to These Terms: No Silent Amendments

Archivista may update these Terms with at least 30 days' notice to Customer's administrators before material changes take effect. No update will retroactively expand Archivista's rights to Customer Content already submitted. If a material change adversely affects Customer, Customer may terminate the affected subscription by notice within the 30-day window, with a pro-rata refund of prepaid, unused fees.

15. General

• Governing law and venue: These Terms are governed by the laws of the State of Wyoming, excluding conflict-of-law rules, and the parties consent to exclusive jurisdiction in the courts of Cheyenne, Wyoming.
• Assignment: Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice.
• Force majeure: Neither party is liable for delay caused by events beyond its reasonable control.
• Publicity: Neither party will use the other's name or logo publicly without written consent.
• Notices: Legal notices go to legal@archivista.ai and to Customer's administrator email of record.
• Entire agreement: These Terms, the order form, the Privacy Policy, and the DPA are the entire agreement and supersede prior discussions. Order forms control over these Terms; these Terms control over the Privacy Policy in the event of conflict on commercial matters; the DPA controls on data protection matters.

16. Contact

Archivista Archives, Inc.
1912 Capitol Ave, Cheyenne, WY 82001
legal@archivista.ai

Authentic. Attested. Archived. Auditable.