Last Updated: June 5, 2026
These Terms of Use (“Terms”) are a binding agreement between you and Disro Inc. (“Disro,” “we,” “our,” or “us”). They govern your access to and use of disro.com, its subdomains, the Disro online hosted services, our applications, and any other website, product, or service that links to or references these Terms (collectively, the “Services”).
Disro is an AI-native operating platform for agencies and service businesses. The Services allow you to create, train, deploy, and manage autonomous AI agents with persistent memory (the “Cortex”); to connect third-party tools, platforms, and data sources; and to build and run workflows through which those agents help you operate your business and serve your own customers.
BY CREATING A DISRO ACCOUNT, BY CLICKING “SIGN UP,” “I AGREE,” OR A SIMILAR BUTTON, BY AGREEING TO THESE TERMS IN AN ORDER FORM OR OTHER ORDERING DOCUMENT, BY INSTALLING, AUTHORIZING, OR USING ANY DISRO SLACK APP OR SLACK INTEGRATION, OR BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
PLEASE READ SECTION 18 (GOVERNING LAW, ARBITRATION, AND CLASS ACTION / JURY TRIAL WAIVER) CAREFULLY. IT REQUIRES THE PARTIES TO RESOLVE MOST DISPUTES THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, UNLESS YOU OPT OUT AS DESCRIBED IN SECTION 18.
If you access or use the Services on behalf of a company, organization, or other entity (an “Organization”), such as your employer: (i) “you” and “your” refer to both you individually and that Organization; (ii) you represent and warrant that you are authorized to bind the Organization to these Terms; and (iii) the Organization is responsible for the acts and omissions of its users. If you sign up with an email address provided by an Organization, or if an Organization pays your fees, we may treat you as accessing the Services on behalf of that Organization.
You may use the Services only if you can form a legally binding contract with us and only in compliance with these Terms and all applicable laws. You must be at least 18 years old. The Services are operated from, and presently offered in, the United States. You represent and warrant that you meet these requirements and are not barred from using the Services under applicable law.
Subject to these Terms, you may access and use the Services during your Subscription Term (defined in Section 7). Your account (your “Disro Account”) provides access to the features we make available from time to time. You are responsible for all activity that occurs under your Disro Account, for maintaining the confidentiality and security of your credentials, and for promptly notifying us of any unauthorized use. You acknowledge that you do not own your Disro Account, and you may not use another user’s Disro Account without permission.
Disro may offer one or more Slack applications or Slack integrations as part of the Services. If you install, authorize, or use a Disro Slack app, you represent that you have authority to grant the Slack permissions requested for your workspace and to bind your Organization to these Terms. Slack may present an OAuth consent screen describing the permissions requested. Depending on the features enabled and permissions granted, Disro may receive and process Slack workspace metadata; user identifiers and profile email addresses used to match Slack users to Disro users; app mentions; direct messages sent to the bot; slash-command payloads; assistant-thread events; channel or thread messages where the bot is invited, mentioned, participating, or otherwise configured to receive events; file metadata and file content that users provide to the bot; approval decisions; and related logs and configuration data.
Disro uses Slack data only to provide, secure, troubleshoot, support, and maintain the Services, including to route requests to agents, provide channel and thread context, post replies, display approval requests, process approval or rejection clicks, create user-requested reminders, and perform other actions you authorize. Disro does not use Slack data to train generalized large language models or generalized AI/ML models. You are responsible for your Slack workspace settings, channel membership, user permissions, and for ensuring that your use of the Disro Slack app complies with Slack’s terms and policies. You may uninstall or revoke the Disro Slack app through Slack App Management or your Disro account settings; doing so stops new Slack data collection from that workspace but does not automatically delete data already processed, which is handled under our Privacy Policy and any applicable customer agreement. To request deletion of Slack data already processed, contact privacy@disro.com; we will delete it in accordance with our Privacy Policy and the DPA, except where retention is required by law.
As between you and us, you (or your licensors) own all information, data, Input, Output, and other content that you input, upload to, or generate through the Services (collectively, “Your Content”). You grant us a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), royalty-free, and fully paid license to access, use, host, copy, store, transmit, modify, and display Your Content solely: (i) to provide, maintain, secure, improve, and optimize the Services, including to enable your agents to perform the actions and workflows you instruct; (ii) to perform other actions you authorize; (iii) where reasonably necessary to ensure the stability, safety, legality, and security of the Services; (iv) to comply with applicable law; and (v) for purposes consistent with our Privacy Policy. You represent and warrant that you have all rights necessary to provide Your Content and to grant this license, and that Your Content and our authorized use of it will not violate any law or infringe any third-party right.
This license exists only while Your Content remains in the Services and ends within a commercially reasonable period after you delete Your Content or close your Disro Account, except that: (a) residual copies may persist in routine backups for a limited period before deletion; (b) we may retain and use Your Content where necessary to comply with law or to establish, exercise, or defend legal claims; and (c) de-identified or aggregated data that no longer identifies you or any individual is not subject to this license and may be retained and used as described in our Privacy Policy. We may retain, disable access to, or remove Your Content if we reasonably believe that it, or your use of the Services, violates these Terms or applicable law, and we are not liable for any removal of, or failure to remove, Your Content. You are solely responsible for Your Content and for the consequences of submitting, generating, sharing, or acting on it through the Services.
We may collect and analyze information relating to your Disro Account (such as names, contact details, billing information, and configuration metadata) (“Account Information”) and information about your access to and use of the Services (such as logs, access data, usage patterns, and performance metrics) (“Usage Data”). We may use Account Information and Usage Data, including after termination, for our business purposes, including operating, securing, supporting, analyzing, and improving the Services. For clarity, Account Information and Usage Data do not include the substance of Your Content, and our use of Usage Data does not include using Your Content to train models that serve other customers (see Section 3).
We may modify, add, or discontinue features of the Services, and may impose usage limits, at our discretion. We may suspend or terminate your access to the Services, in whole or in part, with or without notice and, to the extent permitted by law, without liability (subject to any prorated refund under Section 7.4), for any reason or no reason, including if: (i) you breach these Terms; (ii) your use poses a risk to the Services, other users, or any third party, or may expose us to liability; (iii) required by law or by a third-party provider; or (iv) your account is inactive or unpaid. We will use reasonable efforts to provide notice where practicable. You may stop using the Services and cancel your Disro Account at any time as described in Section 7. Sections that by their nature should survive termination will survive.
We may make certain features available on a trial, alpha, beta, preview, or evaluation basis (“Beta Features”). Beta Features are provided “AS IS,” may contain errors, are not subject to any service-level or support commitment, are Confidential Information, and may be changed or discontinued at any time. We are not liable for any harm arising from Beta Features.
The Services use generative artificial intelligence models, including models provided by third-party AI providers (each, a “Third-Party AI Provider”). Your use of such functionality is also subject to the applicable Third-Party AI Provider’s use policies, as updated from time to time.
You may provide prompts, data, documents, and other input to be processed by the Services (“Input”) and receive generated content (“Output”). Input and Output are part of Your Content, and as between you and us you retain ownership of them. Because of the nature of machine learning, Output may not be unique, and the Services may generate the same or similar Output for you and for others.
Output may be inaccurate, incomplete, or otherwise unsuitable, and may appear authoritative while still containing errors. You are responsible for evaluating Output for accuracy and suitability for your purposes, including through human review, before relying on it or using it with your own customers. The Services do not provide legal, financial, tax, medical, or other professional advice.
We will not use, and will not permit Third-Party AI Providers to use, your Input or Output to train generative AI models that serve other customers without your express consent. The Cortex — our persistent memory layer — is maintained separately for each customer account. Context learned from your use of the Services is used to improve the Services for you and is not used to train or improve models or memory that serve any other customer. We may use de-identified or aggregated data that does not identify you or any individual to operate and improve the Services.
Third-Party AI Providers may retain Input and Output for a limited period (generally up to thirty (30) days) for safety, abuse-prevention, and compliance moderation, and longer where required to comply with legal obligations (for example, where content is confirmed to be unlawful). They may also retain limited metadata for billing, safety, and compliance.
Our processing of personal information is described in our Privacy Policy. To the extent Your Content includes personal information that we process on your behalf, you instruct us and our subprocessors to process it to provide the Services, and that processing is governed by our Data Processing Addendum (the “DPA”), available on request (see Section 4.6).
This Section governs the autonomous agents you create, configure, and deploy through the Services. Because agents can take actions on your behalf and within systems you connect, please read it carefully.
You determine what your agents are permitted to do by configuring their scope, permissions, connected services, and workflows. By deploying an agent and granting it access or permissions, you authorize the agent to take the actions within that configured scope on your behalf, and you appoint Disro as your limited agent solely to carry out those instructions through the Services. Agents may have read and write access to the systems, accounts, catalogs, communications, and configurations you connect, to the extent you enable.
The Services are designed to keep you in control. You are responsible for configuring appropriate review and approval controls, and for designating which actions require your approval before execution. You acknowledge that you are responsible for reviewing, supervising, and approving significant or consequential actions taken by your agents. You should not configure agents to take irreversible, high-risk, or legally significant actions without human review.
As between you and us, you are responsible for all actions taken by your agents within the scope you configure or authorize, and for the consequences of those actions, to the same extent as if you had taken them yourself. This includes actions taken within connected third-party systems and communications or transactions directed to your own employees, clients, or customers (“your end users”). You are responsible for ensuring that your agents’ configured actions comply with applicable law and with the terms of any connected service.
You acknowledge that, due to the nature of AI and automation, agents may produce errors, act on incomplete or inaccurate information, or take actions you did not intend. To the maximum extent permitted by law, we are not responsible or liable for actions taken by your agents within their configured or authorized scope, or for errors or unintended actions, except to the extent directly caused by our gross negligence or willful misconduct. You are responsible for implementing appropriate testing, monitoring, approval, and rollback controls.
When you connect a third-party product, platform, or service (a “Connected Service”) or instruct an agent to access one, you represent and warrant that you have the right and authority to grant that access and to authorize the actions you configure, and that doing so complies with the Connected Service’s terms. Connected Services are operated by third parties and are outside our control. We are not responsible for Connected Services, for any changes a third party makes to them (including changes that disrupt or disable an integration), or for any loss arising from your use of them.
If you use the Services to process information about your end users, you are the controller (or business) with respect to that information and Disro acts as your processor (or service provider). You represent and warrant that you have provided all required notices and have a lawful basis and any necessary consents to provide that information to us and to authorize the processing and actions you configure. You are responsible for honoring your end users’ privacy rights and for any disclosures required by law. This processing is governed by the DPA, which we provide to customers on request.
Except as we otherwise agree in writing or as a restriction is prohibited by law, you agree not to do, and not to assist, permit, or enable any third party (including an agent you configure) to do, any of the following:
• disassemble, reverse engineer, decompile, or attempt to derive the source code, models, or underlying components of the Services;
• use any robot, spider, scraper, or other automated means to access, collect, or copy the Services other than through functionality we provide;
• copy, rent, lease, sell, sublicense, distribute, or create derivative works of the Services or our intellectual property;
• use the Services in a way that impairs their stability, integrity, security, or performance, or that interferes with other users;
• circumvent or attempt to circumvent our pricing, usage limits, billing, security, or access controls, or share credentials;
• use the Services to develop, train, or benchmark a competing product, model, or service, or for competitive analysis;
• violate the acceptable-use or usage policies of any Third-Party AI Provider, or the terms of any Connected Service you connect or instruct an agent to use;
• use the Services to infringe or misappropriate any intellectual property, privacy, publicity, or other right, or to engage in fraudulent, deceptive, defamatory, harassing, or unlawful activity;
• upload or transmit viruses, malware, or other harmful code, or attempt to gain unauthorized access to any system or data;
• use the Services to generate or distribute content that promotes hatred, violence, or harm, or that is obscene, abusive, or otherwise objectionable;
• use the Services to send unsolicited or unlawful communications (spam) or to impersonate any person or misrepresent your affiliation;
• submit to, or process through, the Services any data you are not authorized to provide, or any: protected health information subject to HIPAA; biometric identifiers; government-issued identifiers; payment card data except as supported by our payment processor; data subject to the International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR), or similar export controls; or special categories of sensitive data, except where the Services expressly support it and you have a lawful basis;
• store or process personal information of children under 18, or under the applicable age of digital consent, without required verifiable consent;
• use the Services for any use prohibited or classified as “high-risk” under applicable AI laws or regulations, or for fully automated decisions producing legal or similarly significant effects on individuals without appropriate human oversight;
• use the Services or Output in the operation of hazardous environments, critical infrastructure, or systems where failure could lead to death, personal injury, or severe environmental or property damage; or
• remove, alter, or obscure any metadata, watermark, or identifier indicating that Output was generated by artificial intelligence, or represent Output as human-generated where doing so is deceptive or unlawful.
We may investigate and report suspected violations and may suspend or terminate access for conduct that violates this Section.
The Services and all software, models, algorithms, technology, content, and materials provided by us, and all intellectual property rights in and to them (collectively, our “Intellectual Property”), are and remain our sole and exclusive property and that of our licensors. We reserve all rights not expressly granted. Except as expressly permitted, you may not access, copy, modify, distribute, publicly display, create derivative works from, or otherwise exploit our Intellectual Property. The Disro name, logos, and product names are our trademarks, and you may not use them without our prior written consent.
If you provide suggestions, ideas, or other feedback about the Services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or compensation, and we may use it for any purpose.
We offer Core, Pro, and Enterprise subscription plans (each, a “Subscription Plan”). Fees are based primarily on the number of active customers you onboard to the platform, tracked through the customer-management section of the Services, together with any applicable usage in excess of your plan’s allotment. We may change Subscription Plans, features, and pricing; changes take effect in the billing cycle following notice to you.
Subscription Plans are billed in advance on a recurring (monthly, unless otherwise stated) basis for the subscription period you select (each, a “Subscription Term”). You authorize us and our payment processor (currently Stripe) to charge your payment method for all fees, plus applicable taxes, when due. All fees are stated and payable in U.S. Dollars and, except as required by law or expressly stated, are non-refundable and non-cancelable. You are responsible for providing a valid payment method and for all applicable taxes (other than taxes on our net income), as well as any payment-processing fees. If a payment is not successfully settled for any reason, you remain responsible for the amount due, and you authorize us and our payment processor to retry the charge using your payment method, without further notice, until it settles.
Your Subscription Plan automatically renews for successive periods equal to the prior term, at the then-current price, unless you cancel before the end of the current term through your account settings. By subscribing, you authorize these recurring charges until you cancel.
You may cancel at any time through your account settings. Cancellation takes effect at the end of the then-current billing period, and you will retain access until then. Except where required by applicable law, fees already paid are non-refundable and we do not provide credits or refunds for partial periods or unused capacity. However, if we terminate or suspend your Subscription Plan without cause — that is, other than for your breach of these Terms, your non-payment, or conduct that creates risk or legal exposure — we will provide a prorated refund of any prepaid fees for the unused portion of your then-current Subscription Term.
Subscription Plans may include an allocation of credits or tokens for AI processing and agent activity. Unless otherwise stated, credits may be used across your onboarded customers and expire at the end of each billing period. We may adjust credit consumption rates and allocations to reflect changes in underlying model or infrastructure costs. Additional credits may be purchased. Credits have no cash value and are non-transferable and non-refundable.
Overdue amounts may accrue a late charge of 1.5% per month (or the maximum permitted by law, if lower), and you are responsible for reasonable costs of collection. We may suspend the Services for non-payment after notice.
Enterprise customers may enter into a separate order form or master subscription agreement that supplements or supersedes specified provisions of these Terms.
Our collection and use of personal information in connection with the Services is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge that your information may be processed in the United States.
We maintain administrative, technical, and organizational measures designed to protect the Services and Your Content. No system is completely secure, and we do not guarantee that unauthorized parties will never defeat our measures. You are responsible for securing your credentials and for configuring the access and authority you grant to agents and Connected Services.
We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act (“DMCA”). If you believe content available through the Services infringes your copyright, send a written notice to our designated agent that includes: (i) a physical or electronic signature of the owner or authorized agent; (ii) identification of the copyrighted work; (iii) identification of the allegedly infringing material and its location; (iv) your contact information; (v) a statement of good-faith belief that the use is not authorized; and (vi) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act.
Designated Agent: Disro Inc., Attn: DMCA Agent, 1007 N Orange St., 4th Floor, Suite #5295, Wilmington, Delaware 19801; email: legal@disro.com.
If your material was removed by mistake or misidentification, you may submit a counter-notice with the information required by the DMCA. We will restore the material as permitted by law unless the complainant files a court action. We will, in appropriate circumstances, terminate the accounts of repeat infringers.
The Services may link to or interoperate with third-party websites, products, and services that we do not own or control, including Connected Services. Your use of any third-party service is subject to that third party’s terms and privacy policy. We do not endorse and are not responsible for third-party services, and you use them at your own risk. We disclaim all liability arising from your use of any third-party service.
You will defend, indemnify, and hold harmless Disro and its affiliates, and their respective officers, directors, employees, agents, suppliers, and licensors, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your access to or use of the Services; (ii) Your Content; (iii) actions taken by your agents within their configured or authorized scope; (iv) your connection to, access of, or use of any Connected Service, and your grant of access or authority to agents; (v) your processing of, or instructions regarding, your end users’ information; (vi) your violation of these Terms or any law or third-party right; or (vii) your willful misconduct.
THE SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND YOUR USE OF THEM IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUTPUT OR ANY ACTION TAKEN BY AN AGENT WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR YOUR PURPOSES. NO ADVICE OR INFORMATION OBTAINED FROM US OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING ANY ACTIONS TAKEN BY YOUR AGENTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ASSUME NO LIABILITY FOR: (I) ERRORS, INACCURACIES, OR OMISSIONS IN ANY CONTENT OR OUTPUT; (II) PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR USE OF OUR SYSTEMS OR YOUR DATA; (IV) ANY INTERRUPTION OR CESSATION OF THE SERVICES; (V) VIRUSES OR OTHER HARMFUL CODE TRANSMITTED THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ACTIONS TAKEN BY YOUR AGENTS OR THROUGH ANY CONNECTED SERVICE; OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES YOU PAID US FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS ARE CUMULATIVE AND NOT PER INCIDENT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
“Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential, including Beta Features and non-public product, technology, and business information. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party’s Confidential Information. The Receiving Party will protect Confidential Information using at least a reasonable degree of care, use it only to exercise its rights and perform its obligations under these Terms, and not disclose it except to those with a need to know who are bound by confidentiality obligations at least as protective. If compelled by law to disclose Confidential Information, the Receiving Party will, where permitted, give reasonable prior notice. The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages are inadequate, and the non-breaching party may seek injunctive relief.
You must comply with all applicable export-control and economic-sanctions laws, including those administered by the U.S. Department of Commerce and the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC). You represent that you are not located in, organized under the laws of, or ordinarily resident in any embargoed or sanctioned jurisdiction, and that you are not a person with whom dealings are prohibited under applicable law. You may not use or export the Services in violation of these laws.
We may identify you as a Disro customer, including by displaying your name and logo, in our marketing and promotional materials. We will stop doing so upon your written request to legal@disro.com.
These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to the arbitration agreement below, the parties submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, for any matter not subject to arbitration, and for actions to enforce an arbitration award or to seek injunctive or equitable relief to protect intellectual property or Confidential Information. You agree that, for purposes of personal jurisdiction, we are deemed solely domiciled in Florida, and that the Services are passive and do not, by themselves, give rise to personal jurisdiction over us, whether general or specific, in any forum other than Florida.
Before initiating arbitration, the parties will try in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”) informally. You agree to first send a written notice of the Dispute to legal@disro.com describing the claim and the relief sought. If the Dispute is not resolved within sixty (60) days, either party may proceed to arbitration.
Except as provided below, the parties agree to resolve all Disputes by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its rules then in effect (the Commercial or Consumer Arbitration Rules, as applicable). The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration will be conducted in Miami-Dade County, Florida, or, where required by applicable law, in the county of your residence, or by videoconference where the rules allow. The arbitrator may award the same relief as a court on an individual basis and must follow these Terms. Judgment on the award may be entered by any court of competent jurisdiction. Each party will bear its own fees except as the AAA rules or applicable law require otherwise.
The arbitrator, and not any court, has exclusive authority to resolve all threshold issues relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of it is void or voidable; except that a court has authority to decide whether the Class Action / Jury Trial Waiver in Section 18.6 is enforceable.
You may opt out of this arbitration agreement within thirty (30) days after first accepting these Terms by emailing legal@disro.com with your name, account information, and a clear statement that you wish to opt out of arbitration. Opting out does not affect any other provision of these Terms. If you do not opt out within thirty (30) days, you are bound by this arbitration agreement.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY REPRESENTATIVE OR CLASS PROCEEDING. THE PARTIES ALSO WAIVE ANY RIGHT TO A TRIAL BY JURY.
Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek injunctive or equitable relief in court to protect its intellectual property or Confidential Information. If any part of this Section is found unenforceable, the remainder will remain in effect; however, if the Class Action / Jury Trial Waiver is found unenforceable as to a particular claim for public injunctive relief, that claim (and only that claim) will be severed and heard in a court of competent jurisdiction, with the remaining claims arbitrated.
We may modify these Terms from time to time. If we make a material change, we will provide notice as required by law — for example, by email, by posting the updated Terms, or through the Services — and will update the “Last Updated” date above. Changes are effective when posted unless stated otherwise. Your continued use of the Services after a change takes effect constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Services.
• Assignment. You may not assign or transfer these Terms without our prior written consent; we may assign them without restriction. Any prohibited assignment is void.
• Entire Agreement. These Terms, the Privacy Policy, the DPA (where applicable), and any order form constitute the entire agreement between you and us regarding the Services and supersede all prior agreements on the subject. No employee or representative of ours is authorized to vary these Terms, and any additional or conflicting terms in your purchase order or other document are void. No oral or written statement by our representatives modifies these Terms.
• Severability. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full effect.
• No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Force Majeure. We are not liable for any delay or failure to perform due to causes beyond our reasonable control.
• Relationship. The parties are independent contractors; nothing in these Terms creates any partnership, joint venture, agency, or employment relationship, except for the limited agency expressly described in Section 4.1.
• Government Users. The Services are “commercial computer software” and “commercial items” as those terms are used in the U.S. Federal Acquisition Regulation and its agency supplements. Any use, duplication, or disclosure by or on behalf of the U.S. government is subject to these Terms and to the restrictions set forth herein.
• California Residents. Under California Civil Code Section 1789.3, California users may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
• Notices. We may provide notices to you by email, through the Services, or by posting on our website. You may contact us at legal@disro.com.
• Survival. Provisions that by their nature should survive termination — including Sections 2.2–2.3, 3, 4.3–4.4, 5, 6, 7, 12–18, and 20 — will survive.
Contact: Disro Inc., 1007 N Orange St., 4th Floor, Suite #5295, Wilmington, Delaware 19801, United States. Email: legal@disro.com.