Terms of Service

AETERNUM AI LLC — WorkHeroes OS

Version 1.0 · Last updated 7 September 2026

These Terms of Service (the "Terms") form a binding agreement between AETERNUM AI LLC, a limited liability company organised under the laws of the State of New Mexico, United States (State ID 8065967), with address at 15442 Ventura Blvd., Ste 201-2085, Sherman Oaks, California 91403, United States ("Aeternum", "we", "us"), and the organisation identified in an Order Form ("Customer", "you").

The Service is provided to businesses and professionals only. It is not offered to consumers acting outside their trade, business or profession.

By signing an Order Form, or by accessing or using the Service, you accept these Terms.

1. Definitions

• "Service" — the WorkHeroes OS software-as-a-service platform, including its web application, client portal, messaging integrations, AI features, APIs and documentation, as made available by Aeternum.
• "Order Form" — the ordering document (in any written or electronic form, including an online checkout or a signed quotation) that identifies the Customer, the subscribed plan, the fees, the subscription term and any agreed options.
• "Plan" — the subscription tier purchased by the Customer, which determines functionality, usage allowances, support level and price. All fees, usage limits and commercial terms are those of the Plan set out in the applicable Order Form. No pricing is fixed by these Terms.
• "Customer Data" — all data, files, text, documents and other content that the Customer or its Users submit to, or generate within, the Service, including personal data relating to the Customer's own clients, employees and contacts.
• "User" — an individual authorised by the Customer to access the Service under the Customer's account (employees, contractors, or other collaborators).
• "DPA" — the Data Processing Agreement published at /legal/dpa, which forms part of these Terms.
• "AUP" — the Acceptable Use Policy published at /legal/acceptable-use, which forms part of these Terms.
• "Documentation" — the product guidance made available by Aeternum within the Service or on its website.

2. Structure of the agreement

2.1 The agreement between the parties (the "Agreement") consists of: (a) the Order Form; (b) these Terms; (c) the DPA; (d) the AUP; and (e) any annexes or policies expressly incorporated by reference.

2.2 In case of conflict, the order of precedence is: (i) the DPA, for matters of personal data protection; (ii) the Order Form; (iii) these Terms; (iv) the AUP; (v) other policies.

2.3 Purchase-order terms, general conditions of purchase or similar documents issued by the Customer do not apply and are expressly rejected, even if referenced or acknowledged.

3. Provision of the Service

3.1 Grant. Subject to the Agreement and to payment of the fees, Aeternum grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term, for the Customer's own internal business purposes, up to the limits of the Plan.

3.2 Provisioning. Aeternum will provide the Customer with an isolated workspace (tenant). Each Customer's data is logically separated from that of other customers, and access is governed by row-level security policies and server-side authorisation checks.

3.3 Evolution of the Service. The Service is provided on a continuous-delivery basis. Aeternum may add, modify or improve features at any time. Aeternum will not materially degrade the core functionality of the subscribed Plan during a paid term without giving the Customer at least thirty (30) days' notice and, where the degradation is material and adverse, the right to terminate the affected subscription and receive a pro-rata refund of prepaid unused fees.

3.4 Beta features. Features labelled as beta, preview, pilot or experimental are provided "as is", may be discontinued at any time, and are excluded from any service-level or support commitment.

4. Accounts, Users and security

4.1 The Customer is responsible for all activity carried out under its account, and for the acts and omissions of its Users as if they were its own.

4.2 The Customer will: (a) keep credentials confidential and require Users to do the same; (b) provision and de-provision Users promptly, in particular removing access for individuals who leave the organisation; (c) configure roles and permissions appropriately for its own organisational needs; and (d) notify Aeternum without undue delay of any suspected unauthorised access to its account.

4.3 User accounts are personal. Credentials must not be shared between individuals.

4.4 Where the Plan limits the number of Users, the Customer will not exceed that limit without upgrading the Plan.

5. Fees, billing and taxes

5.1 Fees follow the Plan. The fees, billing frequency, currency, included usage and any usage-based charges are those stated in the Order Form for the subscribed Plan.

5.2 Invoicing and payment. Unless the Order Form states otherwise, fees are invoiced in advance for each billing period and are payable within fifteen (15) days of the invoice date. Fees are non-cancellable and paid amounts are non-refundable except where these Terms expressly provide otherwise or where mandatory law requires a refund.

5.3 Usage above the Plan. Where the Customer exceeds the allowances of its Plan (for example, users, storage, messages or AI credits), Aeternum may invoice the excess at the rates stated in the Order Form, or ask the Customer to upgrade.

5.4 Price changes. Aeternum may change its prices for renewal terms with at least sixty (60) days' notice before the end of the current term. If the Customer does not accept the new price, it may terminate with effect from the end of the current term.

5.5 Taxes. Fees are exclusive of VAT, sales tax, withholding tax and any similar levies, which the Customer bears where applicable. Where the Customer is a business established in the European Union and provides a valid VAT identification number, the reverse-charge mechanism may apply to supplies made by Aeternum as a non-EU supplier; the Customer is responsible for its own VAT reporting obligations.

5.6 Late payment. Overdue amounts accrue interest at the statutory rate applicable to commercial transactions in the Customer's jurisdiction, or 1.5% per month, whichever is lower. Aeternum may suspend the Service after giving at least ten (10) days' written notice of non-payment, without prejudice to its other remedies. Suspension does not relieve the Customer of accrued payment obligations.

6. Term, renewal and termination

6.1 Term. The subscription starts on the start date stated in the Order Form and runs for the term stated there. Unless the Order Form states otherwise, the subscription renews automatically for successive periods equal to the initial term.

6.2 Non-renewal. Either party may prevent renewal by giving written notice at least thirty (30) days before the end of the current term.

6.3 Termination for cause. Either party may terminate the Agreement with immediate effect if the other party: (a) commits a material breach that is not remedied within thirty (30) days of written notice; or (b) becomes insolvent, enters liquidation, or ceases to carry on business.

6.4 Suspension. Aeternum may suspend access, in whole or in part and with the shortest notice reasonably practicable, where: (a) fees remain unpaid after the notice period in clause 5.6; (b) continued use presents a security risk to the Service or to third parties; (c) use breaches the AUP; or (d) suspension is required by law. Aeternum will limit the scope and duration of any suspension to what is reasonably necessary.

6.5 Effect of termination. On termination: (a) the Customer's right to access the Service ends; (b) accrued fees remain payable; and (c) the provisions that by their nature should survive (including confidentiality, intellectual property, limitation of liability and governing law) survive.

6.6 Data export and deletion. For thirty (30) days after termination, Aeternum will, on written request, make the Customer Data available for export in a structured, commonly used, machine-readable format. After that period, Aeternum will delete Customer Data in accordance with the DPA and its retention schedule, save where retention is required by law.

7. Customer Data and data protection

7.1 As between the parties, the Customer owns all Customer Data and all rights in it. Aeternum acquires no ownership of Customer Data.

7.2 The Customer grants Aeternum a limited, worldwide, royalty-free licence to host, copy, transmit, display and process Customer Data solely to the extent necessary to provide, secure, support and maintain the Service, and to comply with the law.

7.3 Where Customer Data includes personal data governed by the General Data Protection Regulation (Regulation (EU) 2016/679, "GDPR") or equivalent legislation, the Customer acts as controller and Aeternum as processor. The DPA applies to that processing and forms an integral part of the Agreement.

7.4 Hosting location. The production database, file storage and authentication services for the Service are hosted in the European Union. Aeternum, as a United States entity, and certain of its subprocessors may access that data from outside the EEA for support, operation and development purposes; such access is covered by the transfer safeguards described in the DPA.

7.5 The Customer is responsible for the lawfulness of the Customer Data it uploads, for having a valid legal basis for the processing it instructs, for providing any required notices to its own data subjects, and for the accuracy and quality of that data.

7.6 Professional secrecy. Where the Customer is subject to professional confidentiality duties (such as those applicable to lawyers, notaries, healthcare professionals or accountants), Aeternum will treat all Customer Data as confidential in accordance with clause 10 and the confidentiality obligations of the DPA. The Customer remains responsible for determining whether use of the Service is compatible with its own professional obligations and, where applicable, its bar association or regulator's rules.

7.7 Aggregated statistics. Aeternum may compile aggregated, de-identified statistics about the use of the Service (such as volumes, performance and error rates) to operate and improve it. Such statistics will never identify the Customer, its Users or any data subject, and will not contain Customer Data.

8. Artificial intelligence features

8.1 The Service includes features that use large language models and other AI systems to draft text, summarise documents, propose tasks and answer questions about the Customer's own data.

8.2 Assistive only. AI outputs are generated automatically, may be inaccurate, incomplete or unsuitable for a specific case, and do not constitute legal, medical, financial, tax or other professional advice. The Customer must review AI outputs before relying on them or communicating them to third parties. Aeternum does not make automated decisions producing legal or similarly significant effects on data subjects on the Customer's behalf; where the Customer configures such a use, the Customer is responsible for compliance with Article 22 GDPR.

8.3 Subprocessing. AI features are delivered using third-party model providers listed at /legal/subprocessors. Prompts, and the extracts of Customer Data included in them, are transmitted to those providers for the sole purpose of generating a response.

8.4 No training on Customer Data. Aeternum does not use Customer Data to train, fine-tune or improve its own or any third party's foundation models. Aeternum contracts with its AI subprocessors on terms that prohibit the use of Customer Data for model training.

8.5 Availability of models. AI features depend on third-party providers. Aeternum may substitute a model or provider (including switching to a fallback provider during an incident) provided the replacement offers materially equivalent protection; the subprocessor list will be updated accordingly.

9. Third-party integrations

9.1 The Service can connect to third-party services chosen by the Customer, including messaging channels, email providers and calendar systems.

9.2 Integrations are disabled by default and are activated only by the Customer, using the Customer's own credentials, tokens or bot registrations.

9.3 Third-party services are governed by their own terms and privacy policies. Aeternum is not responsible for their availability, content, security or changes to their APIs. If a third-party service becomes unavailable or changes materially, the corresponding integration may stop working; this does not constitute a breach by Aeternum.

10. Confidentiality

10.1 Each party may receive confidential information of the other. "Confidential Information" means information disclosed in connection with the Agreement that is marked as confidential or that a reasonable person would understand to be confidential, including Customer Data, the Service's non-public features, and pricing.

10.2 The receiving party will: (a) use Confidential Information only to perform the Agreement; (b) protect it with at least the same care it applies to its own confidential information, and no less than reasonable care; and (c) disclose it only to personnel and subcontractors who need to know it and who are bound by confidentiality obligations at least as protective.

10.3 These obligations do not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party without restriction.

10.4 Disclosure required by law or by a competent authority is permitted, provided the receiving party — where legally allowed — gives prior notice so that the disclosing party may seek protective measures.

10.5 Confidentiality obligations survive termination for five (5) years, and indefinitely for Customer Data and for information covered by professional secrecy.

11. Intellectual property

11.1 Aeternum and its licensors retain all intellectual property rights in the Service, including its software, interfaces, design, documentation and trademarks. No rights are granted other than the access rights expressly stated in clause 3.

11.2 The Customer will not, and will not permit others to: (a) copy, modify, translate or create derivative works of the Service; (b) reverse engineer, decompile or attempt to derive source code, except to the extent this restriction is prohibited by mandatory law; (c) rent, resell, sublicense or provide the Service as a service bureau to third parties (other than to its own Users); (d) circumvent usage limits or security controls; or (e) use the Service to build a competing product.

11.3 Feedback. If the Customer provides suggestions or feedback, Aeternum may use them without restriction or compensation. Feedback must not contain Customer Data or Confidential Information.

11.4 References. Aeternum will not use the Customer's name or logo publicly without prior written consent.

12. Availability and support

12.1 Aeternum will use commercially reasonable efforts to keep the Service available 24/7, excluding: (a) planned maintenance, notified in advance where reasonably practicable; (b) emergency maintenance; (c) failures of third-party providers or of the public internet; and (d) events of force majeure.

12.2 Support is provided in Spanish and English through the channels and within the response targets of the subscribed Plan. Any binding availability commitment (service level) applies only if expressly stated in the Order Form.

12.3 Backups. Aeternum maintains backups of the production database as described in the DPA. Backups are a disaster-recovery measure, not a substitute for the Customer's own export routines.

13. Warranties

13.1 Each party warrants that it has the authority to enter into the Agreement.

13.2 Aeternum warrants that it will provide the Service with reasonable skill and care, in accordance with the Documentation, and that it will not knowingly introduce malicious code into the Service.

13.3 Disclaimer. To the maximum extent permitted by law, and except as expressly stated in the Agreement, the Service is provided "as is". Aeternum disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. Aeternum does not warrant that the Service will be uninterrupted or error-free, or that AI outputs will be accurate, complete or fit for any particular purpose.

14. Indemnification

14.1 By Aeternum. Aeternum will defend the Customer against any third-party claim alleging that the Service, as provided by Aeternum and used in accordance with the Agreement, infringes that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, from modifications not made by Aeternum, or from use in combination with products not supplied by Aeternum.

14.2 Remedies. If the Service is or may be held to infringe, Aeternum may, at its option, procure the right to continue using it, modify it so it is non-infringing, or terminate the affected subscription and refund prepaid unused fees.

14.3 By the Customer. The Customer will defend Aeternum against any third-party claim arising from Customer Data or from use of the Service in breach of the Agreement or of applicable law, and will pay damages finally awarded or agreed in settlement.

14.4 Conditions. The indemnified party must give prompt notice, allow the indemnifying party to control the defence, and provide reasonable cooperation. The indemnifying party may not settle in a way that imposes an obligation on the indemnified party without its consent.

15. Limitation of liability

15.1 Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct or gross negligence, or for any other liability that cannot be excluded under applicable law. Administrative fines and liability towards data subjects under Article 82 GDPR are governed by the DPA and by the GDPR, not by this clause.

15.2 Subject to clause 15.1, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of anticipated savings, or loss of goodwill.

15.3 Subject to clause 15.1, each party's total aggregate liability arising out of or in connection with the Agreement in any twelve (12) month period is limited to the fees paid or payable by the Customer under the Agreement in the twelve (12) months preceding the event giving rise to the liability.

15.4 The Customer's obligation to pay fees due is not subject to clauses 15.2 and 15.3.

15.5 The limitations in this clause reflect the allocation of risk agreed between the parties and are a condition of the pricing of the Plan.

16. Changes to these Terms

16.1 Aeternum may amend these Terms to reflect changes in the Service, in its operations, or in applicable law.

16.2 Aeternum will notify the Customer of material changes at least thirty (30) days before they take effect, by email to the account's administrative contact or by a notice within the Service. Changes take effect at the start of the next renewal term, or on the notified date for non-material changes.

16.3 If the Customer objects to a material adverse change, it may terminate the affected subscription before the change takes effect and receive a pro-rata refund of prepaid unused fees.

16.4 Changes required by law or necessary to address a security risk may take effect immediately; Aeternum will inform the Customer as soon as practicable.

17. General

17.1 Force majeure. Neither party is liable for failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, failures of telecommunications or of upstream cloud providers, and governmental action.

17.2 Subcontracting. Aeternum may use subcontractors and subprocessors to provide the Service and remains responsible for their performance. Subprocessors of personal data are governed by the DPA.

17.3 Assignment. Neither party may assign the Agreement without the other's prior written consent, except to an affiliate or in connection with a merger, reorganisation or sale of substantially all assets, on notice.

17.4 Notices. Contractual notices must be in writing. Notices to Aeternum must be sent to [email protected] and, where a party requests it, also by post to the address at the head of these Terms. Notices to the Customer are sent to the administrative contact stated in the Order Form.

17.5 Independent parties. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.

17.6 No third-party rights. No person other than the parties has any right to enforce the Agreement.

17.7 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions stay in force.

17.8 Waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

17.9 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior proposals and understandings, except for fraud.

17.10 Language. These Terms are published in English and Spanish. In case of discrepancy the English version prevails, except where the Customer is established in Spain, in which case the Spanish version prevails.

18. Governing law and disputes

18.1 The Agreement is governed by the laws of the State of New Mexico, United States, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

18.2 The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of New Mexico.

18.3 Clauses 18.1 and 18.2 do not deprive the Customer of the protection of mandatory provisions of the law of its country of establishment, and do not apply to the DPA or to the Standard Contractual Clauses incorporated into it, which are governed as stated in the DPA.

18.4 Nothing prevents either party from seeking injunctive relief before any competent court to protect its intellectual property or Confidential Information.

19. Contact

AETERNUM AI LLC 15442 Ventura Blvd., Ste 201-2085 Sherman Oaks, California 91403 United States New Mexico State ID: 8065967

• Contractual and legal matters: [email protected]
• Data protection: [email protected]
• Security incidents: [email protected]