These terms govern your use of the Pansophy AI services, including the Second Opinion products. By activating a subscription or otherwise using the Services, you agree to them.

1. Agreement and Acceptance

These Terms of Service (the "Terms") are a legal agreement between you, and the organization you represent ("you" or "Customer"), and Pansophy AI Inc., a Florida corporation ("Pansophy AI," "we," or "us").

The Terms apply to all Pansophy AI products and services that link to them (the "Services"), which include the Second Opinion family of products (such as Second Opinion for Sales), delivered over the Model Context Protocol (MCP) and other Microsoft surfaces.

You accept the Terms when you activate a subscription, sign in to a Service, or otherwise use a Service. If you accept on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization. If you do not agree, do not use the Services. We record the version of the Terms in effect at the time of your activation.

Subscriptions to the Services are purchased through the Microsoft commercial marketplace. Your purchase is also subject to Microsoft's marketplace terms. Where Microsoft's marketplace terms govern the commercial transaction (payment, billing, refunds, taxes), those terms control for those matters; these Terms govern your use of the Services.

2. Definitions

3. The Services

The Services produce behavioral interpretation derived from language patterns in the Input Content you provide. The interpretation is expressed using the OCEAN (Big Five) framework: Openness, Conscientiousness, Extraversion, Agreeableness, and Neuroticism. Second Opinion for Sales adds a sales-tuned interpretation layer intended as a coaching and sales-enablement aid.

The Services present results as positions, not verdicts. A high or low score on a dimension describes a tendency inferred from language; it is not a judgment of worth and is not a statement of fact about any individual. Neuroticism is named and explained rather than hidden.

The Services are delivered through Microsoft surfaces, including Microsoft Teams and AI agents that connect over the Model Context Protocol (MCP), such as Microsoft Copilot Studio, and authenticate using your Microsoft work or school (Microsoft Entra ID) account. In the current version, a User selects or pastes the content to be analyzed; the Services do not automatically read your meetings, transcripts, or mailbox.

4. Accounts and Eligibility

You must sign in with a Microsoft work or school account to use the Services. You are responsible for activity that occurs under your account and for keeping your credentials secure. A seat is licensed to a single named User and may not be shared.

You must be at least 18 years old and able to form a binding contract to use the Services.

5. Subscriptions, Trial, and Fees

Subscriptions are sold per user (per seat) through the Marketplace. The applicable fees, billing term, and any free-trial period are those stated on the Service's Marketplace listing at the time of purchase.

Microsoft is the merchant of record for Marketplace transactions. Microsoft handles payment collection, the trial period and its conversion to paid, recurring billing and renewals, failed-payment handling, refunds, cancellation, taxes, and seat proration. We do not collect or store your payment card information, and we do not bill you directly.

Each seat is subject to a monthly usage allowance stated on the Marketplace listing, counted as Service calls per seat per month. When a seat reaches its allowance, further calls on that seat are blocked until the allowance resets at the start of the next monthly period. The usage allowance applies during any trial period as well as during paid periods.

Trial subscriptions that are not canceled before the trial ends convert to paid subscriptions in accordance with the Marketplace listing and Microsoft's marketplace terms.

6. Acceptable Use and Restrictions

The Services are a sales-enablement and coaching aid. They are not a clinical, diagnostic, employment-assessment, background-screening, or eligibility-decision instrument. You agree to the following.

6.1 Prohibited decision uses

You will not use the Services, any Output, or any score or interpretation they produce as a basis, in whole or in part, for any decision concerning employment (including hiring, promotion, discipline, work assignment, compensation, or termination), credit, insurance, housing, education, immigration, legal rights or proceedings, healthcare, or any other decision that produces legal effects or similarly significant effects concerning an individual.

6.2 Lawful basis and consent

You are the controller of all Input Content you submit. You represent and warrant that you have all rights, permissions, and lawful basis necessary to submit the Input Content and to receive the corresponding Output, including providing any notice to, and obtaining any consent from, the individuals concerned that applicable law requires.

6.3 Content you will not submit

You will not submit as Input Content: special category or sensitive personal data (including data revealing health, racial or ethnic origin, religious or philosophical belief, sexual orientation, trade union membership, or biometric or genetic data); government identifiers; payment card data; or the personal data of any individual under 18.

6.4 Protection of the technology

You will not (a) reverse engineer, decompile, disassemble, or attempt to discover or derive the Services' underlying methodology, dimensions, mappings, thresholds, prompts, weights, or models; or (b) use the Services or any Output to develop, train, evaluate, or improve any product, model, or dataset that competes with the Services or with the underlying scoring technology.

6.5 General conduct

You will not use the Services to violate any law, infringe any right, harass or harm any person, or to circumvent the usage allowance, authentication, or any technical or access control. You will not resell access to the Services except as expressly permitted in writing by us.

7. Your Content, Data, and Privacy

Input Content is ephemeral. We scrub personal information from Input Content on intake as a safety net, process it to produce the Output, and then discard it. We do not retain Input Content after a request completes. You remain primarily responsible for ensuring Input Content is appropriate to submit; our server-side scrubbing is defense in depth, not a substitute for that responsibility.

We retain the Output (OCEAN scores and the interpretation produced from them), which is Pansophy AI material derived from scoring and does not reproduce your Input Content, names, or quotations.

Our handling of personal data is described in the Privacy Policy.

8. Intellectual Property

As between you and us, we and our licensors own all rights in the Services and in all underlying technology, including the scoring engine, dimensions, mappings, aggregation logic, thresholds, prompts, models, software, and documentation. No rights are granted to you except the limited right to use the Services as set out in these Terms.

You retain all rights in your Input Content. We grant you a limited, non-exclusive, non-transferable right to use the Output for your internal business purposes, subject to Section 6.

If you give us feedback or suggestions about the Services, you grant us a perpetual, royalty-free right to use it without restriction or obligation to you.

9. Disclaimers

The Services are provided "as is" and "as available," to the fullest extent permitted by law, without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement.

The Output is inferential and probabilistic. It is derived from patterns in language and is not a measurement of any person's actual personality, character, intentions, or truthfulness. The Output is not psychological, medical, legal, or professional advice and is not a diagnosis or a validated assessment instrument. You are solely responsible for any decision you make and for any reliance you place on the Output.

We do not warrant that the Services will be uninterrupted, error-free, or secure, or that any result will meet your requirements.

10. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, arising out of or relating to the Services or these Terms, even if advised of the possibility of such damages.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to the Services or these Terms will not exceed the total fees you paid for the affected Service in the twelve months before the event giving rise to the liability.

These limitations do not apply to liability that cannot be limited or excluded under applicable law.

11. Indemnification

You will defend, indemnify, and hold us harmless from any third-party claim, and any resulting loss, liability, damage, cost, or expense (including reasonable legal fees), arising out of or relating to (a) your Input Content, (b) your use of the Services or Output in breach of these Terms, including any use prohibited by Section 6, or (c) your violation of any law or any right of a third party.

12. Term and Termination

These Terms apply for as long as you use the Services or hold a Subscription. Your Subscription begins and ends in accordance with the Marketplace and Microsoft's marketplace terms. You may cancel through the Marketplace.

We may suspend or terminate your access to a Service if you breach these Terms, if required by law, or if continued provision would create a security or legal risk. On termination, your right to use the Service ends. Sections that by their nature should survive (including Sections 6 through 11, 14, and 15) survive termination.

13. Changes to the Services and Terms

We may change or discontinue features of the Services over time. We may also update these Terms. When we make a material change, we will update the version number and effective date and provide notice through the Service or by other reasonable means. Changes are not retroactive. Your continued use of the Services after a change takes effect constitutes acceptance of the updated Terms. Earlier acceptances remain bound to the version that was in effect at the time of that acceptance.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The exclusive venue for any dispute that is not subject to arbitration or small-claims jurisdiction is the state and federal courts located in Sarasota County, Florida, and each party consents to that venue.

15. General

These Terms, together with the documents they incorporate by reference and the applicable Marketplace and Microsoft terms, are the entire agreement between you and us regarding the Services. If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delay or failure caused by events beyond its reasonable control. Nothing in these Terms creates a partnership, agency, or employment relationship between the parties.

16. Contact

Questions about these Terms can be sent to:

Pansophy AI Inc., Legal

legal@pansophyai.com

pansophyai.com