Terms of Service

1. Acceptance of Terms and Eligibility

These Terms of Service (“Terms”) form a binding agreement between Valere Labs LLC (“Valere Labs,” “Company,” “we,” “us,” or “our”) and the entity or individual accessing or using the Dactic platform (the “Service”) (“Customer,” “you,” or “your”). By creating an account, clicking to accept, connecting a Connected Source, or otherwise accessing or using the Service, you accept these Terms on behalf of yourself and, if applicable, the Organization you represent, and you represent that you have authority to bind that Organization to these Terms.

If you are using the Service as an Authorized User under an Organization’s account, these Terms govern your individual use of the Service. If your Organization has a separate signed agreement with us (e.g., an Order Form or Master Subscription Agreement), that agreement governs the commercial relationship between Company and the Organization, and these Terms govern individual use of the Service; in the event of a direct conflict regarding the Organization’s commercial terms, the signed agreement controls.

You must be at least 18 years old (or the age of legal majority in your jurisdiction, if higher) to use the Service. The Service is a business tool and is not directed to, and may not be used by, individuals under 16. The Service is not available to individuals or entities (a) located in, or ordinarily resident in, a country subject to comprehensive U.S. trade sanctions or embargo, or (b) listed on any U.S. government restricted- or denied-party list. You may not access the Service for purposes of building a competing product or service, or to benchmark the Service for a competitor.

2. Definitions

• “Organization” or “Customer” — the company or entity that has agreed to these Terms (directly or through an Order Form) and that administers accounts, resource connections, and Agent deployments through Admin roles.
• “Authorized User” — an individual, typically an employee of the Organization, authorized to use the Service under the Organization’s account.
• “Connected Source” — a third-party tool (Gmail, Google Chat, Google Drive, Google Calendar, Monday.com, and other integrations Company may add) that an Authorized User links to the Service.
• “Customer Data” — content and information Customer or its Authorized Users submit, upload, or connect to the Service, including Connected Source content and interview responses.
• “Evidence,” “Org Lexicon,” and “Playbook” — have the meanings given in the Privacy Policy: transformed, filtered, and redacted representations of Customer Data, normalized terminology mappings, and versioned team policy documents, respectively, each generated by the Service.
• “Agent” — an AI-configured assistant generated from admin-approved context and deployed into Customer’s connected workspace (e.g., Monday.com) to perform a defined, permissioned task.
• “Generated Output” — collectively, Evidence, Org Lexicon entries, Playbooks, and Agent configuration bundles produced by the Service from Customer Data.
• “Order Form” — a separate ordering document, if any, referencing these Terms and specifying Customer’s subscription tier, fees, and term.
• “Documentation” — any user guides or help-center materials Company makes generally available describing use of the Service.

3. The Service; Accounts and Roles

The Service connects to an Organization’s day-to-day tools, conducts structured interviews with Authorized Users, generates organizational knowledge (Evidence, Org Lexicon, Playbooks), and configures and deploys AI Agents on the Organization’s behalf.

• Employee / Authorized User role: connects their own Connected Sources, completes the interview, and deploys Agents into their own workspace, subject to Organization-level governance controls.
• Admin role: manages team members, monitors operations, billing, and governance, and holds the permissions required to approve Playbooks and Lexicon entries and to deploy or manage Agents at an organizational level.

You are responsible for maintaining the confidentiality of your account credentials and any admin API keys, and for all activity that occurs under your account. You must notify Company promptly at security@dactic.io of any known or suspected unauthorized access to, or use of, your account. The Organization is responsible for all acts and omissions of its Authorized Users under these Terms, and for promptly deactivating access for personnel who should no longer have it.

4. Customer Responsibilities and Representations

Customer represents, warrants, and agrees that:

• it has all necessary rights, consents, and authority to connect Gmail, Google Chat, Google Drive, Google Calendar, Monday.com, and any other Connected Source to the Service, and to permit Company to access, process, and generate Evidence and Agents from the content of those sources;
• its use of the Service — including which resources it approves for collection and which Agents it deploys — complies with applicable law, including data protection, labor, and workplace-monitoring or consent laws, and with the terms of service of each Connected Source, including the Google API Services User Data Policy and Monday.com’s terms;
• it will provide any notice to, and obtain any consent from, its personnel required by applicable law before connecting sources that contain those personnel’s personal data;
• it is solely responsible for the accuracy, legality, and appropriateness of Customer Data and for any business decisions made in reliance on Evidence, Lexicon mappings, Playbooks, or Agent output; and
• it will use commercially reasonable security practices to protect its own account credentials and admin API keys.

5. Acceptable Use Policy

You will not, and will not permit any Authorized User or third party to:

• reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, underlying models, or algorithms;
• use the Service to build, or provide data to, a competing product or service;
• circumvent or attempt to circumvent any rate limit, access control, or security measure of the Service;
• upload or transmit malicious code, or attempt to gain unauthorized access to the Service or any other customer’s data;
• configure or use an Agent to take an action outside the permission scope Customer has reviewed and approved for it, or to attempt to delete data through the Service;
• use the Service in a manner that violates the terms of service of any Connected Source, including Google’s or Monday.com’s;
• resell, sublicense, or make the Service available to any third party outside Customer’s own Organization, except as expressly permitted in an Order Form;
• submit special categories of personal data (e.g., health, biometric, or genetic data) for processing through the Service unless separately agreed with Company in writing; or
• scrape, harvest, or bulk-export data from the Service other than through features Company provides for that purpose.

Company may investigate and take appropriate action, including suspension under Section 12, against any use that violates this Acceptable Use Policy.

6. Connected Sources and Third-Party Services

The Service depends on, and interoperates with, third-party platforms including Google Workspace APIs and the Monday.com Agents API (collectively, “Third-Party Services”). Company is not responsible for the availability, security, accuracy, or content of any Third-Party Service, or for any change, discontinuation, or deprecation of a Third-Party Service’s API that affects the Service’s functionality. Customer’s use of each Third-Party Service is governed by Customer’s own agreement with that provider, and Customer is solely responsible for maintaining any accounts, licenses, or permissions required to connect it to the Service.

If a Third-Party Service changes its API, pricing, or terms in a way that affects the Service, Company will use commercially reasonable efforts to adapt the Service, but does not guarantee continued compatibility, and will not be liable for any resulting disruption.

7. AI Agents; Human Review and Configuration Responsibility

Agents are generated from Customer’s admin-approved context and are deployed only after an Authorized User or Admin reviews the Agent’s capability summary and selects it for deployment. Customer controls which Agents deploy, to which workspace, and what permission scope each Agent has; permissions default to read-only and Agents are designed to be incapable of deleting data, and Loop-type Agents include guardrails such as iteration caps, cost ceilings, and automatic pause-and-notify on anomaly. Notwithstanding these safeguards, Customer is solely responsible for reviewing each Agent’s capability summary and configuration before deployment, and for the consequences of deploying, configuring, or granting expanded (including write) permissions to any Agent.

Playbooks, Lexicon mappings, Evidence, and other Generated Output are produced by automated and AI-assisted processes and are intended as a starting point for Customer’s own judgment — they are not legal, compliance, HR, financial, or other professional advice, and are not a substitute for Customer’s own review. Consistent with the Service’s design, unconfirmed AI-generated content requires approval before it becomes authoritative or grounds a live Agent, and Customer is responsible for exercising that approval role diligently. Company does not warrant that Evidence, Lexicon mappings, Playbooks, or Agent behavior will be complete, accurate, or error-free.

8. Fees, Billing and Payment

Fees are as set out in Customer’s Order Form or plan, and generally include: (a) a one-time onboarding package fee; (b) a recurring subscription fee that governs the frequency of context refreshes and the number of Authorized Users under management; and (c) usage-based token/credit consumption metered per Agent and per Organization. Fees are processed through our payment processor, Stripe.

• Payment terms. Invoices are due upon receipt unless otherwise stated in the Order Form. Subscriptions renew automatically for successive terms unless either party provides notice of non-renewal as described in the Order Form or, absent an Order Form, at least 30 days before the renewal date.
• Credits and top-ups. Customer may maintain a credit balance for usage-based fees and may configure automatic top-up at a specified threshold; Customer authorizes Company to charge the payment method on file for top-ups and renewals.
• Taxes. Fees are exclusive of taxes, and Customer is responsible for all sales, use, VAT, or similar taxes other than taxes on Company’s net income.
• Late payment; suspension. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Company may suspend access under Section 12 for non-payment.
• Disputes. Customer must raise any good-faith billing dispute in writing within 30 days of the invoice date or the charge will be deemed accepted.
• No refunds. Except as required by applicable law or expressly stated in an Order Form, fees are non-refundable and non-cancelable, including for partial billing periods, unused credits, or unused Authorized User seats.
• Fee changes. Company may change its fees on a prospective basis with at least 30 days’ notice; continued use of the Service after the effective date constitutes acceptance of the new fees, effective at the next renewal.

9. Intellectual Property; Ownership of Data and Generated Output

Company IP. Company and its licensors retain all right, title, and interest in and to the Service, including its software, models, algorithms, prompt-engineering specifications, evidence and normalization pipeline, and all improvements and derivative works thereof, together with the Dactic name, logo, and other trademarks. No rights are granted to Customer except the limited subscription license described below.

License to Customer. Subject to these Terms, the applicable Order Form, and payment of fees, Company grants Customer a non-exclusive, non-transferable, non-sublicensable license during the subscription term to access and use the Service, and the Documentation, for Customer’s internal business purposes.

Customer Data. As between the parties, Customer (and, where applicable, its Authorized Users) owns all Customer Data, including the underlying content of its Connected Sources and interview responses.

Generated Output. Evidence, Org Lexicon entries, Playbooks, and Agent configuration bundles are derived from Customer Data using Company’s proprietary technology. As between the parties, Customer owns the Generated Output to the extent it reflects Customer’s own organizational information, and Company grants Customer a perpetual, non-exclusive license to use and, where the Service offers an export function, export Generated Output for Customer’s internal business purposes, including after termination as described in Section 13. This license does not extend to Company’s underlying models, embeddings, algorithms, methodology, or any aggregated or de-identified data derived across multiple customers, which remain Company’s exclusive property.

Feedback. Company may use any feedback, suggestions, or ideas Customer or its Authorized Users provide about the Service for any purpose, without restriction or compensation to Customer.

Aggregated data. Company may create and use aggregated or de-identified data derived from use of the Service, which does not identify Customer or any individual, to operate, secure, and improve the Service and for benchmarking and industry reporting.

10. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including the terms of any Order Form, Customer Data, and Company’s non-public technology and business information. Confidential Information excludes information that is or becomes publicly available without breach of these Terms, was rightfully known to the receiving party without an obligation of confidentiality before disclosure, is independently developed without use of the disclosing party’s Confidential Information, or is rightfully received from a third party without restriction.

Each party will use the other’s Confidential Information only to perform its obligations or exercise its rights under these Terms, and will protect it using at least the same degree of care it uses for its own confidential information of similar nature, and no less than reasonable care. A party may disclose Confidential Information as required by law or legal process, provided it gives the disclosing party reasonable advance notice where legally permitted. These confidentiality obligations survive for three years after termination of these Terms, except that trade secrets remain protected for as long as they qualify for trade secret protection under applicable law.

11. Data Protection and Privacy

Company’s collection, use, and processing of personal data in connection with the Service is described in Company’s Privacy Policy, which is incorporated into these Terms by reference. Where Company processes personal data on Customer’s behalf as a data processor or service provider, the parties’ data protection obligations are additionally governed by a Data Processing Addendum (“DPA”), if executed, which is incorporated by reference. In the event of a conflict between these Terms and the DPA regarding the processing of personal data, the DPA controls.

12. Term; Suspension; Termination

• Term. These Terms take effect when Customer first accepts them or first accesses the Service, and continue for the subscription term stated in the applicable Order Form, automatically renewing for successive terms unless either party gives notice of non-renewal as provided in the Order Form or, absent an Order Form, at least 30 days before the end of the then-current term.
• Termination for cause. Either party may terminate these Terms immediately on written notice if the other party materially breaches these Terms and fails to cure the breach within 15 days after written notice, or if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy proceeding commenced by or against it that is not dismissed within 60 days.
• Suspension. Company may suspend Customer’s or any Authorized User’s access to the Service immediately and without liability if: (a) fees are past due; (b) Company reasonably believes there is a security risk, suspected fraud, or violation of the Acceptable Use Policy; (c) suspension is required to comply with law or a Third-Party Service’s terms; or (d) continued access would expose Company or other customers to material risk. Company will use reasonable efforts to notify Customer of the reason for suspension and to restore access promptly once the issue is resolved.

13. Effect of Termination; Data Export and Deletion

Upon expiration or termination of these Terms: (a) Customer’s and its Authorized Users’ access to the Service will cease; (b) Customer may request export of Customer Data and Generated Output, in a format then supported by the Service, within 30 days following the effective date of termination, after which Company will delete or de-identify Customer Data and Generated Output in accordance with the retention schedule described in the Privacy Policy, except as required for legal, audit, or backup-rotation purposes; and (c) any deployed Agents will be deactivated, provided that content an Agent previously wrote into Customer’s own Monday.com workspace remains Customer’s, within Customer’s own environment, and is unaffected by the Service’s termination.

All fees owed through the effective date of termination remain due and payable. Termination for Customer’s convenience, or termination by Company for Customer’s breach, does not entitle Customer to a refund of prepaid fees, except as required by applicable law. Sections of these Terms that by their nature should survive termination — including Intellectual Property, Confidentiality, Fees owed, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions — survive.

14. Disclaimers; No Warranty on AI Output; Beta Features

THE SERVICE, INCLUDING ALL GENERATED OUTPUT AND AGENT BEHAVIOR, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Without limiting the foregoing, Company does not warrant that the Service will be uninterrupted, timely, secure, or error-free, that any Evidence, Lexicon mapping, Playbook, or Agent action will be accurate, complete, or suitable for any particular purpose, or that any defect will be corrected. Nothing in the Service constitutes legal, compliance, human-resources, financial, or other professional advice, and Customer is solely responsible for independently evaluating and approving any Generated Output before relying on it.

Features labeled “beta,” “preview,” “early access,” or similar are made available for evaluation purposes only, may be changed, limited, or discontinued at any time without notice, and are provided without any warranty of any kind.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUSIONS BELOW, COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply to: (a) a party’s indemnification obligations under Section 16; (b) a party’s gross negligence or willful misconduct; (c) a party’s breach of Section 10 (Confidentiality); (d) infringement or misappropriation of the other party’s intellectual property rights; or (e) any liability that cannot be limited or excluded under applicable law.

16. Indemnification

By Customer. Customer will defend, indemnify, and hold harmless Company, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and costs (including reasonable attorneys’ fees) arising from or relating to: (a) Customer Data or Customer’s Connected Sources, including any claim that Company’s collection or processing of such data as instructed by Customer violates a third party’s rights or applicable law; (b) Customer’s or any Authorized User’s breach of these Terms, the Acceptable Use Policy, or applicable law; or (c) Customer’s configuration, deployment, or use of any Agent, including any permission scope Customer grants beyond the Service’s default.

By Company. Company will defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, liabilities, and costs (including reasonable attorneys’ fees) arising from a claim that the Service, as provided by Company and used in accordance with these Terms, infringes a third party’s United States patent, copyright, or trademark, except to the extent the claim arises from (i) Customer Data, (ii) modification of the Service not made by Company, (iii) combination of the Service with products or services not provided by Company, or (iv) continued use after Company notifies Customer to stop use and provides a non-infringing alternative. If the Service becomes, or Company reasonably believes it may become, the subject of such a claim, Company may, at its option, procure the right for Customer to continue using the Service, modify the Service to be non-infringing, or terminate the affected Service and refund Customer any prepaid, unused fees for the terminated portion. The indemnified party will promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defense and settlement of the claim, and provide reasonable cooperation, at the indemnifying party’s expense.

17. Publicity

Company may identify Customer as a customer of the Service, including using Customer’s name and logo in marketing materials, customer lists, and the Company website, unless Customer opts out by written notice to legal@dactic.io.

18. Export Control and Compliance with Law

Each party will comply with all applicable export control and economic sanctions laws and regulations in connection with these Terms and the Service. Customer represents that it is not located in, or ordinarily resident in, a country subject to comprehensive U.S. trade sanctions or embargo, is not identified on any U.S. government restricted- or denied-party list, and will not permit access to or use of the Service in violation of any such law.

19. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) resulting from causes beyond its reasonable control, including natural disaster, act of war or terrorism, civil unrest, labor dispute, internet or utility failure, governmental action, or outage or discontinuation of a Third-Party Service, provided the affected party uses reasonable efforts to mitigate the impact and resumes performance as soon as reasonably possible.

20. Dispute Resolution; Arbitration; Governing Law

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Massachusetts, without regard to its conflict-of-laws principles.

Before initiating a formal proceeding, the parties will attempt in good faith to resolve any dispute through negotiation between authorized representatives for at least 30 days after written notice of the dispute. If the dispute is not resolved through negotiation, it will be finally resolved by binding arbitration administered by JAMS Boston Mediation, Arbitration and ADR Services under its Commercial Arbitration Rules, conducted by a single arbitrator in Boston, Massachusetts, in English, with judgment on the award enforceable in any court of competent jurisdiction. Each party will bear its own costs and an equal share of the arbitrator’s fees, except as the arbitrator may otherwise award. All claims must be brought in a party’s individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. Notwithstanding the foregoing, either party may bring an individual action in small claims court, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.

21. Modifications to These Terms

Company may modify these Terms from time to time. If we make a material change, we will provide notice by email, in-product notice, or by updating the “Last Updated” date above at least 30 days before the change takes effect for existing Customers. Continued use of the Service after the effective date of a change constitutes acceptance of the revised Terms. If Customer does not agree to a revised Terms, Customer’s sole remedy is to stop using the Service and, where applicable, terminate under Section 12.

22. General Provisions

• Assignment. Neither party may assign or transfer these Terms without the other party’s prior written consent, except that either party may assign these Terms without consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. These Terms bind and benefit the parties’ permitted successors and assigns.
• Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
• No waiver. A party’s failure to enforce any provision of these Terms is not a waiver of its right to do so later.
• Entire agreement; order of precedence. These Terms, together with any Order Form, the Privacy Policy, and any DPA, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements on the subject. In the event of a conflict, the applicable Order Form controls, then the DPA (for data-protection matters), then these Terms.
• Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Notices. Notices under these Terms must be in writing and sent to the addresses each party designates in its account or Order Form, and are deemed given when delivered by email (with confirmation of transmission) or nationally recognized courier.
• No third-party beneficiaries. These Terms do not create any rights for any person or entity that is not a party to them.

23. Contact Us

Valere Labs LLC
399 Boylston St. Suite 650 Boston, MA, 02116.
General inquiries: contact@dactic.io
Legal notices: legal@dactic.io
Security disclosures: security@dactic.io