Terms of Service

Blackmount.ai Inc
Effective: October 1, 2026

These Terms of Service ("Terms") are an agreement between Blackmount.ai Inc, a Delaware corporation ("Blackmount", "we", "us"), and the organisation that signs an order form with us, starts a pilot, or uses the Services ("Customer", "you"). They govern the Blackmount Agent Builder and related services described below.

1. Accepting these Terms

1.1 You accept these Terms by signing or accepting an order form that references them, by starting a pilot, or by using the Services, whichever happens first. If you do not agree, do not use the Services.

1.2 If you accept these Terms on behalf of an organisation, you confirm that you have authority to bind it. The Services are for business use only and are not offered to consumers.

1.3 The Agreement consists of these Terms, the Data Processing Agreement ("DPA"), and each order form. If they conflict, the order form prevails, then the DPA (for the processing of personal data), then these Terms — except that an order form does not override the Standard Contractual Clauses incorporated in the DPA, or reduce the DPA's protections for personal data, unless it expressly says so. Our Privacy Policy explains how we handle personal data as a controller.

2. Definitions

3. The Services

The Services may include, as described in your order form:

Pilots, advisory work and scoped engagements are defined in the applicable order form. We may improve and change the Services over time, provided we do not materially reduce the core functionality of Services you have paid for during the current paid term.

4. Accounts and access

You are responsible for activity under your accounts, API keys and seats, and under the private dashboard and report links we give you. Treat those links like passwords and do not share them outside your organisation. Tell us promptly at info@blackmount.ai if you suspect unauthorised use. We may suspend a key, link or account that is compromised or used in breach of these Terms.

5. Customer Content

5.1 Ownership. You retain all rights in Customer Content.

5.2 Licence to us. You grant us a non-exclusive, worldwide licence, for the term of the Agreement and for the post-termination periods in DPA §7 (solely to perform them), to host, copy, process, index (including creating vector embeddings) and transmit Customer Content as needed to provide and support the Services for you, and as described in §5.3.

5.3 Template improvement. We build agents using industry templates (for example, product categories, technical terminology and typical buyer question types for a sector). While building your agent we record build observations — product categories and terminology found in your content, and evaluation questions the agent could not answer, with the reason. These records are linked to your project, may contain text taken from your content, and are reviewed only by Blackmount staff. We use them to derive de-identified, generalised patterns (such as question types and product categories) that improve the shared templates used for all customers.

5.4 Your rights to the content. You represent that you have the rights needed for us to process Customer Content, including any third-party material and any content collected from websites you ask us to crawl.

5.5 Private documents. You may mark documents as private. Private documents inform answers but are not cited or listed to End Users, and automated checks are designed to block verbatim quotation of them. This reduces, but cannot eliminate, the chance that an answer reflects private content, and it is not encryption. Do not mark as private anything that must never influence an answer.

5.6 Model providers. Customer Content and End User questions are sent to third-party model providers to generate answers and embeddings (see the subprocessor list in DPA Annex 3). Blackmount does not use Customer Content or End User data to train AI models.

6. End-user conversations and leads

End Users may submit questions and contact details to your agent. As between you and us, that data is yours, and we process it on your behalf under the DPA. You are responsible for any notice or consent your End Users require — including linking your privacy policy (the widget supports a privacy link) and making clear to End Users that they are talking to an AI assistant where the law requires it. Blackmount-hosted demo pages identify the assistant as AI.

7. AI output

The Services use large language models. Answers are generated from your sources and checked by automated guards, but AI output can be incomplete, out of date or wrong. Output is not engineering, safety, legal or compliance advice. You are responsible for reviewing output before relying on it, particularly for safety-critical specifications (for example, hazardous-area certifications), and for the commercial commitments your sales team makes.

Calculation tools (for example, decline-curve or unit-conversion tools) produce results from the inputs supplied; results depend on input quality and the stated method.

8. Desktop agent

8.1 The desktop application runs on your computer. Which files it can read or write, and when it asks for your approval, is determined by that application and its settings, as described in its documentation.

8.2 To produce answers, tool results — which can include contents of the files you choose to work on — are sent to our servers and to the hosted model provider. The desktop agent is not an air-gapped or offline product; the model is cloud-hosted.

8.3 The tool definitions and runtime settings we send to the desktop application ("manifests") are cryptographically signed by Blackmount, so the application can check that they came from us.

9. Acceptable use

You will not, and will not allow others to: (a) use the Services to process data you have no right to process; (b) upload special-category personal data, payment card data or export-controlled technical data unless we have agreed in writing; (c) reverse-engineer, scrape or attempt to extract prompts, models, evaluation logic or other non-public parts of the Services, except to the extent the law permits despite this restriction; (d) use the Services to impersonate others or to generate deceptive content; (e) interfere with the security of the Services or other customers' data; (f) circumvent usage caps; or (g) use the Services in violation of applicable law, including export control and sanctions laws.

10. Our property and feedback

The Services, including the builder pipeline, prompts, evaluation templates, guardrails, routing, industry templates and datasets, and the methods behind our reports, are owned by Blackmount and its licensors. No rights are granted except as expressly stated in the Agreement. We may use feedback you give without obligation to you. We may use aggregated usage statistics that do not identify you or any individual, and the generalised template changes described in §5.3, to operate and improve the Services.

11. Fees and taxes

Fees, pilot terms, refund conditions and usage caps are set in your order form. Unless the order form says otherwise, fees are billed monthly in advance, are due within 30 days of invoice, and are non-refundable except as stated in the order form (for example, a refundable pilot). Usage above included caps may be blocked or billed as the order form provides. Fees exclude taxes; you are responsible for applicable sales, use, VAT and similar taxes, other than taxes on our income. We may suspend the Services if undisputed fees are more than 30 days overdue, after giving you at least 10 days' written notice.

12. Confidentiality

12.1 "Confidential Information" means non-public information one party discloses to the other that is marked confidential or would reasonably be understood to be confidential. Customer Content is your Confidential Information. The non-public parts of the Services are ours.

12.2 Each party will use the other's Confidential Information only to perform under or exercise its rights under the Agreement, will protect it with at least reasonable care, and will disclose it only to its employees, contractors and service providers who need to know it and are bound by confidentiality obligations at least as protective as these. Blackmount's use of Customer Content for template improvement as described in, and limited by, §5.3 is permitted.

12.3 These obligations do not apply to information that is or becomes public through no fault of the recipient, was known to the recipient without restriction before disclosure, is independently developed, or is rightfully received from a third party without restriction. A party may disclose Confidential Information where required by law, after giving the other party reasonable notice where lawful.

13. Data protection and security

Our processing of personal data on your behalf is governed by the DPA, which forms part of the Agreement. DPA Annex 2 describes our security measures. We do not currently hold third-party security certifications (such as SOC 2 or ISO 27001).

14. Term, suspension, termination and your data

14.1 Term. The Agreement starts when you accept these Terms and continues until every order form has ended or been terminated.

14.2 Termination. Either party may terminate as set out in the order form, or terminate the Agreement for the other party's material breach not cured within 30 days of written notice.

14.3 Suspension. We may suspend the Services, in whole or in part, to the extent reasonably necessary to address a security threat, a breach of §9, or a legal requirement. We will tell you promptly and restore the Services once the issue is resolved.

14.4 On termination: (a) within 5 business days we will disable your agent's public chat and revoke its API keys and account access; (b) you may request an export of your data within 30 days after termination; your dashboard and report links may remain available during that period so you can review your data, and stop working no later than when your data is deleted; and (c) we will delete your data as described in DPA §7, which is the single source of our deletion commitment.

14.5 Survival. Sections 5.4, 7, 10, 12, 14.4, 14.5 and 15 to 19, and any accrued payment obligations, survive termination.

15. Warranties and disclaimers

15.1 We will use commercially reasonable efforts to provide the Services with reasonable skill and care, materially as described in your order form. If they do not, your remedy is for us to use reasonable efforts to correct the issue, and if we cannot do so within a reasonable time, to terminate the affected Services and receive a refund of prepaid fees for the unused period.

15.2 We do not offer a service level agreement or uptime commitment. We will use commercially reasonable efforts to keep the Services available, but they may be interrupted for maintenance, provider outages or other reasons.

15.3 EXCEPT AS EXPRESSLY STATED IN §15.1, THE SERVICES (INCLUDING ALL AI OUTPUT) ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLACKMOUNT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF AI OUTPUT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. This disclaimer does not limit Blackmount's obligations under the DPA.

16. Limitation of liability

16.1 EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.

16.2 GENERAL CAP. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT IS LIMITED TO THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (THE "GENERAL CAP").

16.3 SUPER CAP. FOR (A) BREACH OF §12 (CONFIDENTIALITY), (B) BREACH OF THE DPA, AND (C) A PARTY'S INDEMNITY OBLIGATIONS UNDER §17, EACH PARTY'S TOTAL LIABILITY IS INSTEAD LIMITED TO TWO TIMES (2×) THE GENERAL CAP (THE "SUPER CAP"). The Super Cap is an aggregate limit for all such claims and is not in addition to the General Cap. Reasonable costs of notifying affected individuals and regulators of a personal data breach caused by Blackmount's breach of the DPA are treated as direct damages for the purposes of §16.1 and count toward the Super Cap.

16.4 Exceptions. Neither cap nor the exclusion in §16.1 applies to your obligation to pay fees, a party's fraud or wilful misconduct, or liability that cannot be limited by law.

16.5 These limitations apply to all theories of liability, including contract, tort (including negligence) and statute, and reflect an allocation of risk that is reflected in the fees.

17. Indemnities

17.1 By Blackmount. Blackmount will defend you against any third-party claim alleging that the Services, as provided by us, infringe that party's intellectual-property rights, and will pay damages finally awarded or agreed in a settlement we approve. This does not apply to claims arising from Customer Content, your modifications, combination with items we did not provide, or use in breach of the Agreement. If the Services are, or are likely to be, subject to such a claim, we may modify them to be non-infringing, obtain a licence, or terminate the affected Services and refund prepaid fees for the unused period. This §17.1 states your sole remedy for infringement claims.

17.2 By Customer. You will defend Blackmount against any third-party claim arising from Customer Content or your use of the Services in breach of §9, and will pay damages finally awarded or agreed in a settlement you approve.

17.3 Procedure. The indemnified party must give prompt written notice of the claim (a delay only relieves the indemnifying party to the extent it is prejudiced), give the indemnifying party sole control of the defence and settlement, and provide reasonable cooperation at the indemnifying party's expense. No settlement may impose an admission or obligation on the indemnified party without its consent. Indemnity obligations are subject to §16.

18. Changes to these Terms

We may update these Terms by posting a new version at blackmount.ai/terms/ with a new effective date. For existing customers, we will give at least 30 days' notice by email to your account contact before a material change takes effect. A material change does not apply to your current paid term without your written consent; it applies from your next renewal. Continuing to use the Services after a change takes effect (or, for a material change, after your renewal) means you accept it.

19. General

19.1 Governing law and venue. The Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each party consents to their jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. The UN Convention on Contracts for the International Sale of Goods does not apply.

19.2 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior agreements and understandings about it. Terms in your purchase order or other business forms do not apply, even if we accept or sign them.

19.3 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in full effect.

19.4 Assignment. Neither party may assign the Agreement without the other's written consent, except that either party may assign it, with notice, to a successor in a merger, acquisition or sale of all or substantially all of its relevant business or assets. Any other attempted assignment is void.

19.5 Notices. Notices to Blackmount must be sent by email to info@blackmount.ai. Notices to you will be sent to the email address in your order form or account. Notices are effective when sent, unless the sender receives a delivery-failure message.

19.6 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including failures of third-party hosting or model providers, internet outages, natural disasters, war, terrorism or government action.

19.7 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, agency or employment relationship, and there are no third-party beneficiaries.

19.8 Waiver. A failure or delay in enforcing a provision is not a waiver of it.

19.9 Electronic acceptance. The Agreement may be accepted and signed electronically, and order forms may be signed in counterparts.

20. Contact

Blackmount.ai Inc — info@blackmount.ai. All legal, privacy and security notices go to this address.