Terms of Service

These Terms of Service (the "Terms") govern access to and use of Apograph (the "Service"), operated by Genstrata, Inc., a Delaware corporation ("Genstrata," "we," "us," "our"). By accessing or using the Service you agree to these Terms, the Acceptable Use Policy at /aup, and the Privacy Policy at /privacy. If you do not agree, do not use the Service.

If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" and "Customer" refer to that organization.

1. Definitions

• Customer means the person or entity that holds a tenant on the Service.
• Authorized User means an individual whom the Customer has invited to use its tenant.
• Customer Content means prospects, dossiers, voice samples, drafts, review decisions, files, and other material that the Customer or its Authorized Users submit to the Service.
• Output means drafts, dossiers, scores, and other material the Service generates for a Customer's tenant.
• Held means a draft the Service has stopped because a voice gate or claim gate flagged an issue. Cleared means a draft that passed the gates and is presented for human review. Neither term is a warranty; see Section 8.
• Order Form means any separate written agreement between Customer and Genstrata that references these Terms.

2. The Service

Apograph helps a named person draft outbound writing in their own voice, check material claims, and present each draft for human review before it is sent. Nothing sends itself. That is a product rule, not a setting.

Access is invite-only. We do not offer public self-serve signup. The Service is in pre-release. Features may change, be limited, or be withdrawn. We will give account holders reasonable notice of changes that materially reduce functionality.

Nothing in the Service is legal, financial, medical, or other professional advice. You are responsible for every message you send.

3. Accounts and Authorized Users

• You must be 18 or older and authorized by a Customer to use its tenant.
• You must provide accurate information and keep credentials confidential. Invitations may not be shared, transferred, or resold.
• Customer is responsible for all activity under its tenant, including the acts and omissions of its Authorized Users, and for ensuring each Authorized User complies with these Terms.
• Report unauthorized access immediately to security@genstrata.com.

4. Customer Content and Output

Ownership. As between you and Genstrata, Customer owns Customer Content and Output. Genstrata claims no rights in Output beyond the license below.

License to Genstrata. Customer grants Genstrata a limited, non-exclusive license to host, process, transmit, and display Customer Content and Output solely to provide, secure, and support the Service, including transmitting relevant text to the providers listed on the Subprocessors page at /subprocessors and building a voice profile scoped to Customer's tenant.

Voice profile. Voice samples are used only to build and score a voice profile for the tenant that supplied them. We do not use one Customer's voice samples or content to build models or profiles that serve another Customer. Stored voice material is text: your writing and transcripts of your speech. Live dictation may send microphone audio to a transcription service to produce that text; the Apograph database keeps the transcript, not a biometric voiceprint.

Aggregated data. We may use de-identified, aggregated usage data (for example, gate pass rates and feature usage) to operate and improve the Service. Such data never identifies a Customer, Authorized User, or recipient.

Your representations. You represent that you have the right to submit Customer Content, that its submission and our processing as described do not violate any law or third-party right, and that any personal data about recipients was obtained lawfully and in compliance with the terms of its source.

Feedback. If you give us suggestions about the Service, we may use them without obligation to you.

5. Data Protection

Our collection and use of personal data is described in the Privacy Policy at /privacy. For personal data that Customer submits about recipients, Customer is the controller and Genstrata is a processor acting on Customer's documented instructions, as set out in our Data Processing Addendum at /dpa, which is incorporated into these Terms.

6. Fees

The Service is currently provided to invited Customers without charge or under the pricing stated in an Order Form. We may introduce fees on 30 days' notice; continued use after fees take effect constitutes agreement to pay them.

7. Confidentiality

Each party will protect the other's Confidential Information with at least reasonable care and use it only to perform under these Terms. Customer Content and Output are Customer's Confidential Information. Non-public information about the Service, its architecture, and its pricing is Genstrata's Confidential Information. Confidential Information excludes information that is public through no fault of the recipient, independently developed, or lawfully received from a third party. Either party may disclose Confidential Information when required by law, after giving the other party notice where lawful. These obligations survive for three years after termination, and indefinitely for trade secrets.

8. AI Output, Gates, and Disclaimer of Warranties

The Service uses large-language-model providers and Genstrata's GauntletScore verification component to draft, research, and check claims. AI systems make mistakes. Drafts may contain errors after the gates run. A Held draft is not proof that every error was found. A Cleared draft is not a guarantee that a message is true, lawful, or appropriate to send. You must read every draft before sending it.

THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, GENSTRATA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR VERIFIED.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GENSTRATA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR (A) DECISIONS YOU OR ANY RECIPIENT MAKE BASED ON OUTPUT OR VERIFICATION RESULTS; (B) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR (C) LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, IN EACH CASE HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

GENSTRATA'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE AMOUNT CUSTOMER PAID GENSTRATA FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (US$100) IF CUSTOMER HAS PAID NOTHING. These limitations do not apply to liability that cannot be limited under applicable law.

10. Indemnification

Customer will defend, indemnify, and hold harmless Genstrata and its officers, directors, employees, and agents from third-party claims, and resulting damages, costs, and reasonable attorneys' fees, arising from (a) Customer Content or Output as used or sent by Customer, (b) Customer's or its Authorized Users' use of the Service in violation of these Terms, the Acceptable Use Policy, or applicable law, including anti-spam and data-protection law, or (c) Customer's dealings with any recipient. Genstrata will give prompt notice of any such claim and reasonable cooperation, and Customer may not settle a claim in a way that admits fault on Genstrata's behalf without our written consent.

11. Intellectual Property

The Service, including its software, agents, models, interfaces, documentation, and all improvements, is owned by Genstrata and protected by intellectual-property law. GauntletScore is a Genstrata-operated verification component of the Service; its use through Apograph is governed by these Terms. Except for the rights expressly granted, no license is granted by implication or otherwise. You may not copy, modify, reverse engineer, or create derivative works of the Service, or use Output to train a competing voice or verification model.

12. Term and Termination

• Either party may terminate on written notice. Customer may terminate by emailing legal@genstrata.com.
• We may suspend or terminate access immediately if you violate these Terms or the Acceptable Use Policy, if invite-only authorization ends, if required by law, or to prevent harm to the Service or others. Where practical we will give notice and an opportunity to cure.
• On termination, your right to use the Service ends. For 30 days after termination Customer may request an export of its tenant data. After that period we delete Customer Content and Output in accordance with the retention terms in the Privacy Policy, except as required by law or retained in routine backups that age out on schedule.
• Sections 1, 4, 7, 8, 9, 10, 11, 12, 13, and 15 survive termination.

13. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Service shall be brought exclusively in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts. EACH PARTY WAIVES TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.

14. Changes to These Terms

We may update these Terms. For material changes we will notify account holders by email at least 30 days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance. If you do not agree, terminate under Section 12 before the effective date.

15. General

• Compliance with laws. Each party will comply with laws applicable to it, including export-control and sanctions laws. You may not use the Service if you are located in, or are a national of, a country subject to comprehensive U.S. sanctions, or are on a U.S. government restricted-party list.
• Third-party services. The Service relies on third-party providers listed on the Subprocessors page. We are not responsible for their acts or omissions beyond our obligations in Section 5.
• Notices. Notices to Customer go to the account email of record. Notices to Genstrata go to legal@genstrata.com.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of substantially all assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Entire agreement; order of precedence. These Terms, the policies they incorporate, and any Order Form are the entire agreement. An Order Form controls over these Terms to the extent of a conflict.
• Severability; waiver. If a provision is unenforceable it will be modified to the minimum extent necessary and the rest remains in effect. Failure to enforce a provision is not a waiver.
• Relationship. The parties are independent contractors.

16. Contact

Questions about these Terms: legal@genstrata.com.