Version: 2026-03-16
Provider: Apertura AI (Pablo Ramos)
Registered Address: Frankfurt am Main, Deutschland
Commercial Register / Registration No.: N/A
Contact: pabloramos@apertura-ai.de
Product: Arquestra
These Terms govern Customer’s access to and use of the Provider’s software, local runtime, installed binaries, APIs, website, user interface, portal, packs, modules, updates, telemetry ingest services, documentation, and related products and services made available by Provider (collectively, the “Service”).
Business-Only Service. The Service is offered solely to universities, research groups, research institutions, laboratories, companies, and other professional or institutional users acting in the course of trade, business, craft, profession, or institutional activity. The Service is not offered to consumers for personal, family, or household use.
By accepting this Agreement or using the Service, Customer represents and warrants that it is acquiring and using the Service exclusively for professional, institutional, scientific, research, or internal business purposes, and not as a consumer.
A contract is formed when Customer accepts these Terms, executes an order form, receives access credentials, installs the software, launches an authorized run, or otherwise uses the Service after being presented with these Terms. If Customer uses the Service on behalf of an entity, the accepting individual represents authority to bind that entity.
“Authorized User” means an individual authorized by Customer. “Customer Data” means data and materials submitted by or on behalf of Customer. “Operational Telemetry” means technical events, diagnostics, run metadata, compatibility/performance/integrity/security records generated in connection with use of the Service. “Run” means an execution of runtime/binary/pack/module functionality authorized by Provider. “Order Form” means any quote, order, subscription, commercial schedule, or pricing page incorporated into this Agreement.
Subject to compliance and payment, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to use the Service for internal business/institutional purposes and permit Authorized Users to use it on Customer’s behalf. No ownership rights are transferred.
Customer shall not resell, sublicense, transfer, copy, modify, reverse engineer (except to the extent mandatory law disallows restriction), bypass controls, access non-public routes, violate law, or remove proprietary notices.
No Competitive Evaluation or Substitution Development. Customer shall not use the Service, directly or indirectly, to evaluate, benchmark, replicate, train, fine-tune, validate, improve, or develop any competing software, runtime, orchestration system, agent system, workflow product, or related service, except with Provider’s prior written consent.
Customer is responsible for Authorized Users’ acts/omissions, credential confidentiality, authorized installations, and legal/professional compliance in use of outputs. Customer remains solely responsible for decisions based on outputs generated or assisted by the Service.
Use may require server-side authorization before or during a Run. Provider may issue run-specific/time-limited/scope-limited credentials and may deny, suspend, revoke, or expire authorization where necessary for security, licensing, abuse prevention, legal compliance, technical integrity, billing integrity, or service protection.
Customer acknowledges and agrees that the Service includes mandatory operational telemetry and run-related technical reporting as an integral condition of use. Such telemetry is required for service authorization, runtime integrity, abuse prevention, security monitoring, troubleshooting, observability, support, analytics, and product improvement.
Customer shall not disable, block, falsify, suppress, reroute, tamper with, replay, interfere with, or otherwise undermine required telemetry, telemetry credentials, run-scoped telemetry authorization, integrity signals, or related controls.
Provider may deny, suspend, or terminate any run, account, workspace, or license where required telemetry is absent, invalid, manipulated, or inconsistent with the authorized run context.
Data categories and purposes are described in the Data Processing, Privacy and Telemetry Schedule.
As between the parties, Customer retains title to Customer Data. Customer grants Provider a non-exclusive, worldwide, limited right during the Term to process Customer Data as necessary to provide, secure, support, maintain, and improve the Service under this Agreement and applicable data protection documentation.
Customer grants Provider a perpetual, irrevocable, worldwide, non-exclusive, royalty-free right to use feedback and improvement ideas relating to the Service.
Provider and its licensors retain all right, title, and interest in the Service and related intellectual property. No implied rights are granted.
Customer acknowledges that certain interfaces, dashboards, routes, APIs, portals, operator functions, and telemetry analysis environments are internal to Provider and not part of the customer-facing Service. Customer acquires no right to access such internal interfaces unless expressly authorized by Provider in writing.
Provider may approve access by reference to Customer identity, institution, research group, laboratory, company, workspace, tenant, project, number of Authorized Users, technical environment, or other scope criteria. Use outside approved scope constitutes unauthorized use and a material breach of this Agreement.
Unless otherwise specified in an Order Form, access is licensed for a fixed term of six (6) months (the “Initial License Term”). The Initial License Term begins on the activation date communicated by Provider or, if earlier, on the date Customer first receives production access credentials, whichever occurs first.
The license during the Initial License Term is non-cancellable except as expressly provided in this Agreement.
Commercial terms shall be either (a) Upfront Model: full fees paid in advance for the Initial License Term; or (b) Committed Monthly Billing Model: full Initial License Term commitment invoiced monthly in advance, as stated in the Order Form.
Unless otherwise agreed in writing, invoices are due within fourteen (14) days of invoice date. Provider may suspend access for overdue undisputed amounts after reasonable notice. Termination or suspension does not waive Customer’s obligation to pay fees already committed for the then-current Initial License Term, except where prohibited by mandatory law or expressly stated otherwise.
Where fees are billed monthly, such billing is an invoicing convenience only and does not convert the Service into a month-to-month cancellable subscription during the Initial License Term. Customer remains liable for all fees due for the committed six (6) month term unless this Agreement is terminated by Provider for convenience or unless expressly stated otherwise in the applicable Order Form.
At the end of the Initial License Term, the Service renews only if expressly agreed in writing or through the applicable renewal mechanism in the Order Form. If renewal is automatic, each renewal period is six (6) months unless otherwise stated. Either party may elect not to renew by giving at least thirty (30) days’ notice before end of current term.
Provider may modify, patch, replace, or discontinue features, APIs, packs, binaries, integrations, models, telemetry mechanisms, or technical requirements where reasonably necessary for product evolution, security, dependency changes, legal compliance, or service integrity.
Support is as described in the applicable Order Form or support policy. Unless expressly agreed, no specific response times or support levels are guaranteed.
The Service may include third-party/open-source components governed by separate terms to the extent required.
Each party warrants authority to enter this Agreement. During paid term, Provider warrants substantial conformance with then-current documentation under normal authorized use. Except as expressly stated and to the maximum extent permitted by law, the Service is provided “as is” and “as available”.
Customer shall not use the Service for unlawful surveillance, sanctions violations, malware or credential attacks, export-control violations, unlawful discrimination, IP/confidentiality infringement, deceptive automation, or uses prohibited by Order Form/acceptable use materials.
Provider may immediately revoke, suspend, or restrict all or part of Customer’s license, any Authorized User access, local runtime authorization, or run authorization if Provider reasonably determines breach, out-of-scope use, telemetry/control tampering, unlawful/abusive conduct, overdue undisputed fees after notice, or material security/legal/operational/reputational risk.
Provider may apply revocation/suspension at account, workspace, institution, tenant, binary, runtime, run, token, or endpoint level, and may do so without prior notice where immediate action is reasonably necessary.
Provider may suspend access immediately where required by law, for security risk/suspected abuse, for serious breach, overdue undisputed fees after notice, or where continued access may harm Provider, Service, or third parties. Provider will use reasonable efforts to limit suspension scope to minimum necessary.
Either party may terminate for uncured material breach after notice or insolvency events. Provider may terminate immediately for serious misuse, attempted circumvention, unlawful use, or repeated violation. Upon termination, rights end immediately and Customer must cease use and uninstall/delete binaries, packs, and credentials as directed.
Each party shall use Confidential Information only for this Agreement, protect it with reasonable care, and disclose only to personnel/contractors with need-to-know and equivalent obligations. Standard exclusions apply.
If Provider processes personal data as processor, parties enter a DPA as required. If Provider processes personal data as controller for operational purposes, processing is governed by the Data Processing, Privacy and Telemetry Schedule and applicable law.
Customer indemnifies Provider for claims arising from Customer Data, breach, unlawful/prohibited use, or third-party-rights violations. Provider provides IP indemnity under standard notice/control/cooperation conditions and stated exclusions/remedies.
Except for Excluded Claims, each party’s aggregate liability is capped at total fees paid/payable in the 12 months before the event. Except for Excluded Claims, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profits/revenue/goodwill/anticipated savings/business interruption.
Provider may identify Customer by name/logo in factual customer lists and marketing materials unless Customer objects in writing.
Customer shall comply with applicable export control and sanctions laws and shall not use or make the Service available in violation of those laws.
This Agreement is governed by German law, excluding conflict-of-law rules and CISG. The courts of Frankfurt am Main, Germany have exclusive jurisdiction over disputes arising from this Agreement.
This Agreement, with Order Form, DPA, and referenced policies, is the entire agreement. No waiver is effective unless in writing. Assignment restrictions apply except for permitted reorganizations/transactions. If any provision is unenforceable, the remainder remains effective.
These terms may be updated periodically. Material changes will be communicated as required.
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