Legal
Terms of service
The agreement that governs access to and use of Offsight AI — the console, the iOS and Android apps, and the Offsight APIs. Written to be read, including by the person who has to sign it.
These Terms of Service (the “Terms”) are entered into between Offsight Inc. (“Offsight”) and the entity that accesses or uses the Service (“Customer,” “you”). By executing an Order Form that references these Terms, or by accessing or using the Service, you agree to them.
If you and Offsight have signed an Order Form or a negotiated master agreement, that document controls wherever it conflicts with these Terms. Nothing on this page varies a signed agreement.
1. Order forms; access to the service
Upon mutual execution, each Order Form is incorporated into and forms part of this agreement. For each Order Form, and subject to your compliance with these Terms (including any limitations and restrictions set out on the applicable Order Form), Offsight grants you a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Offsight product(s) and service(s) specified in that Order Form (collectively, the “Service”) during the applicable Order Form Term, for your internal business purposes, only as provided here and only in accordance with Offsight’s applicable official user documentation (the “Documentation”).
The Service is multi-tenant. Your records are held in your own tenant, and access to them is governed by the per-module and per-user-group permissions your administrators configure.
2. Implementation
Upon payment of any applicable fees set out in an Order Form, Offsight will use reasonable commercial efforts to provide standard implementation assistance for the Service, only if and to the extent that assistance is set out on that Order Form (“Implementation Assistance”). If Offsight provides Implementation Assistance in excess of an agreed hours estimate, or otherwise provides services beyond those agreed in an Order Form, you will pay Offsight at its then-current hourly rates for consultation.
3. Support and availability
Subject to your payment of all applicable fees, Offsight will provide support, maintenance and availability for the Service in accordance with (i) the support package selected on the applicable Order Form and (ii) Offsight’s then-current Support and Availability Policy. That policy sets the availability target, the response targets by severity, the support hours, and the exclusions that apply.
Availability is measured excluding scheduled maintenance and any downtime or performance degradation caused by third-party connections, services or utilities, or by events beyond Offsight’s reasonable control. Availability targets do not apply to beta or preview functionality, or to AI features to the extent a third-party model provider is degraded, rate-limited or unavailable.
4. Service updates
From time to time Offsight may provide upgrades, patches, enhancements or fixes to its customers generally without additional charge (“Updates”). Updates become part of the Service and are subject to this agreement, provided that Offsight has no obligation to provide any Update. Offsight may cease supporting old versions or releases at any time in its sole discretion, and will use commercially reasonable efforts to give reasonable prior notice of any major change.
Because the Service has an AI control layer, Offsight may change the underlying model, model version or model provider used for a given AI feature at any time, so long as the Service continues to perform materially as described in the Documentation. Model providers are engaged as sub-processors under section 7 of the DPA, which sets out how a customer obtains the identified list and notice of changes to it.
5. The AI service
Offsight AI is a manufacturing execution system with an AI control layer. Alongside the dashboards, mobile apps and APIs, the Service includes an AI assistant and AI agents that can read the records in your tenant, answer questions about them, produce reports, and — where you have granted the permission to do so — take actions in the system on your behalf, such as creating and updating records, configuring modules, and assisting with the setup of an integration.
AI acts as a user, not around one. An AI request is executed in the context of the person who made it: it is scoped to your tenant, it is bounded by that user’s module and user-group permissions, and the actions it takes are recorded in the same audit trail as work performed by hand. Administrators can enable or disable AI features per module and per user group, and can review what the AI did and on whose behalf.
Model inference is performed by third-party model providers acting as Offsight’s sub-processors. To answer a request, the content of that request and the records, documents or images relevant to it are transmitted to the provider over an encrypted connection and processed to produce a response.
6. AI credits and consumption
AI features consume AI credits. Credits are consumed in proportion to the work a request performs — principally the volume of input and output processed by the model provider, which varies with the size of the records, documents and images involved and with the depth of reasoning applied to the request.
Your Order Form sets:
- the AI credit allowance included in your subscription;
- the rate at which additional credits are billed; and
- any account-level credit limit or automatic refill arrangement.
Administrators can see consumption in the console, set an account credit limit, and, where enabled, turn on automatic refill so that work does not stop part-way through a shift. Credits are a unit of account for Service usage. They are not a currency, they have no cash value, they are not redeemable or transferable, and unless your Order Form says otherwise they are consumed within the subscription term in which they are granted.
If your account reaches its credit limit, AI features may pause until the limit is raised, the allowance refills, or additional credits are purchased. The rest of the Service continues to operate. Fees for consumed credits are payable whether or not you found the resulting output useful.
7. Acceptable use of AI features
Your use of the Service, and of the AI features in particular, is subject to the Acceptable Use Policy, which is incorporated into these Terms. Without limiting that policy, you agree not to:
- use AI features to create, alter or backdate a quality, inspection, compliance or sign-off record so that it misrepresents what was actually built, checked or observed;
- attempt to make the assistant act outside the permissions of the requesting user, or to reach data belonging to another tenant;
- attempt to extract system prompts, tool definitions, model weights or other underlying implementation of the AI features, or to circumvent their safety or permission controls;
- use the AI features, or their output, to develop, train, evaluate or benchmark a competing product or model;
- submit personal data of third parties that you do not have the rights to submit, or sensitive categories of personal data that the Service is not configured to handle; or
- use AI output as the sole basis for a decision about an individual worker, including discipline, pay or continued employment.
8. AI output requires human review
The AI features of the Service are decision support. They are not a substitute for professional judgment. Nothing the Service generates is an engineering opinion, a code-compliance determination, a third-party inspection result, a legal or accounting opinion, or a certification of any kind.
AI output can be wrong. It can misread a drawing, misinterpret a specification, mis-summarize a record, or produce a fluent answer that the underlying data does not support. You are responsible for reviewing AI output before relying on it, and in particular before:
- signing off an inspection, quality record or checklist;
- releasing a product, module or assembly to ship or to install;
- submitting anything to a third-party inspector, building official, engineer of record, auditor or regulator;
- issuing a purchase order or committing to a delivery date; or
- taking any action affecting the health or safety of a person.
Where the Service produces a record that carries a signature, an approval or a compliance meaning, that record must be reviewed and confirmed by a person qualified to do so. Offsight does not warrant that AI output is accurate, complete or fit for any particular purpose, and Offsight is not the engineer, inspector or certifying authority for anything you design, build or deliver.
9. Customer data
“Customer Data” means any data, information or other material provided, uploaded or submitted by you to the Service in the course of using it. This includes the content of requests made to the AI assistant, the records retrieved to answer them, and the output returned.
You retain all right, title and interest in and to Customer Data, including all intellectual property rights in it. You, and not Offsight, are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all Customer Data, and you represent and warrant that you have all rights necessary to provide it to Offsight without infringing, violating or misappropriating any third-party right, including rights of privacy.
Offsight will use commercially reasonable efforts to maintain the security and integrity of the Service and of Customer Data, including encryption in transit and at rest, tenant separation, two-factor authentication, permissioned access and logging of administrative access. Offsight is not responsible to you for unauthorized access to Customer Data or unauthorized use of the Service except to the extent caused by Offsight’s gross negligence or willful misconduct. You are responsible for use of the Service by any person to whom you have given access, even if you did not authorize the particular use.
You acknowledge that Customer Data may be irretrievably deleted if your account is ninety (90) days or more delinquent.
Offsight may internally use and modify (but not disclose) Customer Data for the purposes of (a) providing, supporting, securing and troubleshooting the Service for you, and (b) generating Aggregated Anonymous Data, and may freely use and make available Aggregated Anonymous Data for its business purposes, including improving, testing and operating its products. “Aggregated Anonymous Data” means data submitted to, collected by or generated by Offsight in connection with your use of the Service, but only in aggregate, anonymized form that cannot be linked to you or to any individual.
How personal data within Customer Data is handled is described in the Privacy Policy and, where Offsight processes personal data on your behalf, in the Data Processing Addendum.
10. Model training
Offsight does not train foundation models on Customer Data. Offsight does not use Customer Data to train, fine-tune or otherwise develop general-purpose AI models, and inference requests are made to model providers under commercial API terms under which customer content is not used to train the provider’s models.
This does not restrict Offsight from using Customer Data as described in the section entitled “Customer data” — to operate and support the Service for you, and to generate Aggregated Anonymous Data. If Offsight ever wishes to use identifiable Customer Data for a purpose beyond that, it will ask you first and you may decline.
11. Restrictions
Except as expressly set out in this agreement, you will not (and will not permit any third party to), directly or indirectly:
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service, except to the extent applicable law specifically prohibits that restriction;
- modify, translate or create derivative works based on the Service;
- copy, rent, lease, distribute, pledge, assign or otherwise transfer or encumber rights to the Service;
- use the Service for the benefit of a third party;
- remove or alter any proprietary notice or label;
- use the Service, or its output, to build a product or model that is competitive with any Offsight product or service;
- interfere or attempt to interfere with the proper working of the Service or any activity conducted on it, including by generating automated request volumes that degrade the Service for others; or
- bypass any measure Offsight uses to prevent or restrict access to the Service, or to any account, system or network connected to it.
You are responsible for all of your activity in connection with the Service, including the uploading of Customer Data. You will use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations, including those relating to data privacy, international communications, export control and the transmission of technical or personal data, and will not use the Service in a manner that violates any third-party intellectual property, contractual or other proprietary right.
12. Third-party services and integrations
The Service may operate on, with or using application programming interfaces and other services operated or provided by third parties (“Third Party Services”), including the native integrations Offsight provides — for example to accounting and ERP systems, and to design-file platforms for models, drawings and sheets.
Offsight is not responsible for the operation of any Third Party Service, nor for the availability or operation of the Service to the extent it depends on one. You are solely responsible for procuring the rights necessary to access a Third Party Service and for complying with its terms. Any exchange of data between you and a third-party provider is between you and that provider and is governed by that provider’s terms. Offsight makes no representation or warranty with respect to Third Party Services.
Where you ask the AI assistant to help configure an integration, you remain responsible for the credentials used, for the scope of access granted, and for reviewing the resulting configuration before it is relied on.
13. Ownership; feedback
As between the parties, Offsight retains all right, title and interest in and to the Service and all software, products, works and other intellectual property and moral rights related to it or created, used or provided by Offsight for the purposes of this agreement, including copies and derivative works. Any software distributed or provided to you is part of the “Service” and subject to these Terms. No rights or licenses are granted except as expressly and unambiguously set out here.
You may, but are not obliged to, provide suggestions, comments or other feedback about the Service (“Feedback”). Feedback, even if designated confidential, creates no confidentiality obligation for Offsight. Feedback is provided “AS IS” and without warranty of any kind. You grant Offsight a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit Feedback for any purpose. Nothing in this agreement impairs Offsight’s right to develop, acquire, license, market, promote or distribute products or technologies that perform the same or similar functions as, or otherwise compete with, anything you may develop, produce, market or distribute.
14. Fees; payment
You will pay Offsight the fees set out in each Order Form (“Fees”). Unless an Order Form says otherwise, Fees are invoiced annually in advance, and all invoices are payable in U.S. dollars on the terms stated in the invoice. You are responsible for all taxes associated with the Service, excluding taxes based on Offsight’s net income. Fees paid are non-refundable and are not subject to set-off. Amounts not received by the due date may accrue late interest at 2% of the outstanding balance per month.
If you exceed a user, usage or AI credit limitation set out on an Order Form, Offsight may invoice for the additional users, usage or credits at the overage rates on the Order Form (or, if none are stated, at Offsight’s then-current standard overage rates), pro-rated from the first date of the excess through the end of the then-current Order Form Term, and any renewal will include those additional amounts. Where an Order Form provides for unlimited users or usage, no additional charge arises for exceeding a limitation that does not apply.
15. Term; termination; transition
This agreement commences on the date of the first Order Form and, unless earlier terminated, continues until the expiration of all Order Form Terms. Unless an Order Form says otherwise, its term begins on its effective date, continues for the initial term stated on it, and then renews automatically for successive periods of equal duration unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.
Either party may terminate for material breach by written notice if the breaching party does not cure within thirty (30) days of receipt. Offsight may suspend or limit access if (i) your account is more than sixty (60) days past due, or (ii) your use causes, or is reasonably likely to cause, damage to or material degradation of the Service that interferes with Offsight’s ability to serve other customers. In the case of (ii), Offsight will use reasonable good-faith efforts to work with you first, will use commercially reasonable efforts to give notice describing the problem, and will reinstate access if the issue is remediated within thirty (30) days of that notice.
Before termination or expiration, Offsight will schedule a transition meeting with your designated account owner to coordinate the orderly export of Customer Data and to confirm outstanding obligations. Data export assistance beyond the standard export functions of the Service is billable at Offsight’s then-standard rates.
All provisions that by their nature should survive termination do survive, including accrued payment obligations, ownership provisions, warranty disclaimers, indemnities and limitations of liability.
16. Indemnification
Each party (“Indemnitor”) will defend, indemnify and hold harmless the other party, its affiliates and their respective employees, contractors, directors, suppliers and representatives (the “Indemnitee”) from all liabilities, claims and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”) arising from a claim that (i) in the case of Customer as Indemnitor, Customer Data or Customer’s use of the Service infringes, violates or misappropriates a third-party intellectual property or proprietary right, including rights of privacy, or violates applicable law, or (ii) in the case of Offsight as Indemnitor, the Service infringes, violates or misappropriates a third-party intellectual property or proprietary right.
Indemnification is conditioned on the Indemnitee providing prompt written notice of the claim (failure to do so relieves the Indemnitor only to the extent it is materially prejudiced), the option to assume sole control of the defense and settlement (with the Indemnitee entitled to participate at its own expense), and reasonable information and assistance at the Indemnitor’s expense.
Offsight’s obligations above do not apply to the extent a claim arises from (i) anything not created or provided by Offsight, including Customer Data and Third Party Services; (ii) anything made to Customer specifications; (iii) modification after delivery by Offsight; (iv) combination with products, processes or materials not provided by Offsight, where the Losses arise from that combination; (v) continuation of allegedly infringing activity after notice or after being informed of a modification that would have avoided it; or (vi) use of the Service other than strictly in accordance with this agreement.
17. Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY COURSE OF PERFORMANCE, USAGE OF TRADE OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, OFFSIGHT DOES NOT WARRANT THAT OUTPUT GENERATED BY THE AI FEATURES OF THE SERVICE IS ACCURATE, COMPLETE, CURRENT OR SUITABLE FOR ANY PARTICULAR PURPOSE, AND SUCH OUTPUT IS SUBJECT TO THE HUMAN REVIEW REQUIREMENTS SET OUT ABOVE.
18. Limitation of liability
EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF THE SECTION ENTITLED “RESTRICTIONS,” IN NO EVENT WILL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND; (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE, REGARDLESS OF THE SOURCE OF ORIGINATION; OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF, IN THE AGGREGATE, THE FEES PAID OR PAYABLE BY CUSTOMER TO OFFSIGHT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
19. Miscellaneous
This agreement represents the entire agreement between you and Offsight with respect to its subject matter and supersedes all prior or contemporaneous communications, agreements and proposals, whether oral, written or electronic. It is governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California.
Notices must be in writing and are deemed given when received — if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if sent by email; or the day after sending, if sent for next-day delivery by a recognized overnight service. Notices go to the contacts stated on the Order Form, which either party may update by notice.
No modification or amendment is effective unless agreed by both parties in writing, and no waiver is effective unless in writing and signed by the waiving party. Except for payment obligations, neither party is liable for a failure to perform caused by anything beyond its reasonable control, including fire, flood, severe weather, earthquake, vandalism, accident, sabotage, power failure, denial-of-service or similar attack, internet failure, acts of God, war, terrorism, riot, civil disturbance, strike or labor disruption, or any law, order, rule, regulation or restraint of a government or governmental authority.
Neither party may assign its rights or obligations without the other’s consent, except that (i) either party may assign to a successor-in-interest in connection with a sale of substantially all of its business relating to this agreement, and (ii) Offsight may use subcontractors and sub-processors in performing its obligations. No agency, partnership, joint venture or employment relationship is created. In any action to enforce rights under this agreement, the prevailing party is entitled to recover costs and attorneys’ fees. If a provision is held unenforceable it will be reformed only to the extent necessary to make it enforceable. A party’s failure to act on a breach is not a waiver of that or any subsequent breach.
20. Contact
Questions about these Terms, or a request for a signed copy of an agreement, can be sent to sales@offsight.com.
Offsight Inc.
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San Francisco, California 94108
Legal center
The rest of the paperwork.
Four short documents that sit alongside these terms.
Privacy Policy
What we collect, how AI processing works, how long we keep it, and the rights you have over it.
Learn moreAcceptable Use
The short list of things you cannot do with the platform, the APIs and the AI features.
Learn moreData Processing Addendum
The processor terms that apply when Offsight handles personal data on your behalf.
Learn moreService Level Agreement
The availability target, the first-response clock by severity, and the exclusions — the policy Terms of Service section 3 refers to.
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