Terms of Service

Effective Date: August 9, 2026

1. Acceptance of Terms

Website Use

Browsing or accessing the Eira OS website (the "Site") constitutes acceptance of these Terms as they apply to website use. Website visitors are bound by Sections 1, 8 (Acceptable Use), 16 (Intellectual Property), and 19 (Miscellaneous). Commercial terms, including Sections 9 (Fees), 11 (Limitation of Liability), 12 (Indemnification), 14 (Dispute Resolution and Arbitration), and other Membership-specific provisions, apply only to entities that engage Eira OS for Services or deploy Software.

Membership

By engaging Eira OS for services or deploying Eira OS software, you agree to be bound by these Terms of Service ("Terms") in their entirety. If you are entering into these Terms on behalf of a company or organization, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not engage services or deploy software.

Acceptance is established by any of the following: (a) signing an Membership agreement, (b) making payment for Services, (c) deploying or accessing Software, or (d) written acknowledgment of these Terms. The party accepting these Terms represents that they have authority to bind the entity.

These Terms govern Eira OS's commercial services and software, provided to United States individuals and families and United States government entities. Consumer products, when available, are governed by separate Consumer Terms of Service published on the respective product page. Until separate Consumer Terms are published, these Terms do not apply to consumer products.

2. Definitions

• "Eira OS," "we," "us," "our" refers to Eira OS, an Arizona business, and its authorized personnel.
• "Member," "you," "your" refers to the entity engaging Eira OS for services or deploying Eira OS software.
• "Services" refers to any work performed by Eira OS, including but not limited to: infrastructure analysis, performance optimization, security assessments, compliance preparation and alignment, AI platform deployment, and ongoing monitoring.
• "Software" refers to any Eira OS commercial software, including The Consultant (Sovereign AI IT Platform), The Architect, and any related components, configurations, models, tools, scripts, or documentation provided to the Member. Consumer products are governed by separate terms and are not covered by these Terms.
• "Membership" refers to any individual project, service period, or ongoing service relationship governed by a separate statement of work, service agreement, or purchase order.
• "Deliverables" refers to any written reports, analyses, knowledge bases, configurations, policies, or other materials produced by Eira OS for the Member during an Membership.
• "AI" refers to artificial intelligence systems, including large language models, machine learning models, and automated analysis tools, used by Eira OS as part of Service delivery.

3. Description of Services

Eira OS provides expert-led, AI-amplified services including infrastructure analysis, performance optimization, network analysis, security assessments, and compliance preparation. AI is used as a tool to accelerate analysis; all findings are validated by a named expert. Eira OS does not guarantee any specific regulatory outcome, certification result, or business result from its Services.

4. Software License — Lease, Not Sale

Eira OS leases Software to the Member. The Member does not purchase, own, or acquire title to any Software. All Software is licensed, not sold. Eira OS retains all right, title, and interest in and to the Software, including all intellectual property rights.

License Grant

Subject to the terms of the applicable Membership and these Terms, Eira OS grants the Member a non-exclusive, non-transferable, revocable, limited license to use the Software solely for the Member's internal personal daily living use during the term of the Membership. The license terminates automatically upon expiration or termination of the Membership.

License Restrictions

The Member shall not, and shall not permit any third party to:

1. Copy, reproduce, distribute, or transfer the Software to any third party;
2. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software;
3. Modify, adapt, create derivative works from, or translate the Software;
4. Sublicense, lease, rent, or lend the Software;
5. Remove or alter any copyright, trademark, or proprietary notices on or in the Software;
6. Use the Software for any purpose other than the Member's internal personal daily living use;
7. Use the Software to provide services to third parties, including but not limited to hosting, managed services, or consulting;
8. Use the Software outside the scope of the Membership;
9. Access or use the Software after termination of the Membership.

Software Return

Upon termination or expiration of the Membership, the Member shall: (a) cease all use of the Software; (b) return or destroy all copies of the Software in the Member's possession or control, including all configurations, models, scripts, and documentation; and (c) certify in writing to Eira OS that all Software has been returned or destroyed. The Member shall not retain any copy of the Software after termination.

5. Compliance Services — Prepare, Not Certify

The Member acknowledges that:

1. Eira OS prepares the Member for compliance assessments. A certified assessor performs the final sign-off.
2. Compliance certifications are issued by authorized third parties (e.g., C3PAOs for CMMC, external auditors for SOC 2), not by Eira OS.
3. Eira OS makes no guarantee that the Member will achieve any specific certification, pass any audit, or satisfy any specific regulatory requirement.
4. The Member is responsible for engaging a qualified, certified assessor for any required certification.
5. Eira OS's Deliverables, including compliance gap analyses and remediation roadmaps, are advisory in nature and do not constitute a determination of compliance.

6. Use of AI in Service Delivery

Eira OS uses AI as part of its Service delivery. The Member acknowledges and agrees that:

1. AI is a tool used to accelerate analysis and perform tasks that would be impractical to complete manually within the Membership timeframe.
2. AI-generated outputs are not final Deliverables until reviewed, validated, and approved by a named Eira OS expert.
3. AI may produce outputs that are incomplete, inaccurate, or require human correction. Eira OS's expert validates all findings before inclusion in Deliverables.
4. Eira OS is not liable for AI-generated content that is corrected during the expert validation process.
5. Notwithstanding the expert validation process, AI-generated content included in Deliverables is provided as advisory analysis, not as a warranty of accuracy or completeness. The Member is responsible for independent verification of Deliverables before relying on them for regulatory, legal, or personal decisions.
6. The Member's data provided to Eira OS for analysis may be processed by AI systems operating on Eira OS's sovereign, on-premise infrastructure. No Member data is transmitted to third-party cloud AI services unless explicitly agreed in writing.

Voice Cloning and Custom Voices

Eira OS offers custom voice capabilities, including the ability to clone or replicate a specific person's voice for use as the Eira assistant voice. The following terms apply:

1. Consent Required. The Member must obtain explicit, informed consent from any person whose voice is to be cloned. The person providing the voice sample must understand that their voice will be used to generate speech on the Eira OS device.
2. Deceased Persons. If the Member wishes to clone the voice of a deceased person, the Member represents that they have the legal right to do so, including any rights held by the estate, surviving family members, or under applicable right of publicity laws.
3. Voice Sample. The Member is responsible for providing a clean voice sample (10-30 seconds of audio). The sample may be a recording made for this purpose, an existing voicemail, or other audio recording that the Member has the right to use.
4. Local Processing. All voice cloning and synthesis occurs locally on the Member's Eira OS device. No voice data is transmitted to Avondale.AI, any third party, or any cloud service. The cloned voice model exists only on the Member's device.
5. No Redistribution. The Member agrees not to redistribute, share, sell, or otherwise make the cloned voice model available to others. The cloned voice is for the Member's personal use on their Eira OS device only.
6. Indemnification. The Member indemnifies and holds Avondale.AI harmless from any claims, damages, or legal action arising from unauthorized voice cloning, including cloning without proper consent or in violation of applicable right of publicity, privacy, or other laws.
7. Removal on Termination. Upon termination of the Membership, all cloned voice models on the device are destroyed along with the Software as provided in Section 4 (Software Return).

7. Data Ownership and Handling

Member Data Ownership

The Member retains all right, title, and interest in and to its data, including all data provided to Eira OS for analysis ("Member Data"). Eira OS does not acquire any ownership rights in Member Data. Eira OS obtains a limited license to use Member Data solely for the purpose of performing the Services during the Membership. Eira OS shall not use, retain, or disclose Member Data for any purpose other than performing the Services, including but not limited to training, fine-tuning, or improving AI models, developing competing services, or any commercial purpose unrelated to the Membership.

Data Handling

Eira OS handles Member Data in accordance with the terms of the applicable Membership and any separate data handling agreement. By default:

• Member Data is analyzed on Eira OS's sovereign, on-premise infrastructure;
• No Member Data is transmitted to third-party cloud services unless explicitly agreed in writing;
• Member Data is purged after the Membership concludes, no later than thirty (30) days after termination or completion unless a different timeline is specified in the Membership;
• Eira OS accommodates NDA and data handling requirements per Membership.

Deliverables Ownership

Deliverables produced by Eira OS are provided to the Member for the Member's internal use. The Member receives a non-exclusive, non-transferable, non-sublicensable license to use Deliverables for its internal personal daily living use for the duration of the Membership. The Member may not resell, redistribute, publish, or use Deliverables to provide services to third parties. Eira OS retains ownership of all templates, methodologies, tools, and processes used to produce Deliverables. Upon termination, the Member may retain copies of Deliverables for internal reference but may not continue to use them for ongoing compliance representation or represent to third parties that Deliverables constitute a current compliance determination.

8. Acceptable Use and Restrictions

The Member shall not:

1. Use Eira OS platform or Software for any illegal purpose;
2. Use Eira OS platform or Software to violate any law, regulation, or contractual obligation;
3. Use Eira OS platform or Software in a manner that could damage, disable, overload, or impair Eira OS infrastructure or systems;
4. Attempt to gain unauthorized access to Eira OS systems, data, or infrastructure;
5. Use Eira OS platform or Software to develop or train competing AI systems or services;
6. Disclose Eira OS pricing, methodologies, or proprietary information to third parties;
7. Remove or alter any proprietary notices on Deliverables or Software;
8. Use Deliverables or Software after termination of the Membership.

9. Fees and Payment

Fees for Services are specified in the applicable Membership. Unless otherwise agreed in writing:

1. Fees are due per the payment terms specified in the Membership;
2. The Member is responsible for all taxes associated with the Membership except for taxes based on Eira OS's net income;
3. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less;
4. Eira OS may suspend Services for non-payment after written notice and a 10-day cure period;
5. All fees are non-refundable unless explicitly stated in the Membership.

10. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN A SIGNED ENGAGEMENT AGREEMENT, AVONDALE.AI PROVIDES SERVICES AND SOFTWARE "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. AVONDALE.AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY;
• IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE;
• IMPLIED WARRANTIES OF NON-INFRINGEMENT;
• WARRANTIES THAT SERVICES WILL MEET ANY SPECIFIC REQUIREMENT OR PRODUCE ANY SPECIFIC RESULT;
• WARRANTIES THAT SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE;
• WARRANTIES THAT COMPLIANCE PREPARATION WILL RESULT IN CERTIFICATION OR REGULATORY APPROVAL.

Eira OS does not warrant that AI-generated content is accurate, complete, or suitable for any purpose without expert validation. The Member acknowledges that AI is a tool, not an authoritative source, and that all AI outputs require human review before reliance.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AVONDALE.AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.

AVONDALE.AI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO AVONDALE.AI FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

This limitation applies even if Eira OS has been advised of the possibility of such damages. This limitation applies to all claims regardless of theory, including contract, tort (including negligence and gross negligence), strict liability, and statutory claims, to the maximum extent permitted by applicable law. The parties acknowledge that neither party has relied on any representation not expressly stated in these Terms or the Membership. The Member acknowledges that the fees charged reflect this limitation of liability and that a different allocation of liability would result in different pricing.

12. Indemnification

Member Indemnification

The Member agrees to indemnify, defend, and hold harmless Eira OS and its personnel from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. The Member's use of Services or Software;
2. The Member's breach of these Terms or any Membership;
3. The Member's data, content, or materials provided to Eira OS;
4. The Member's use of Deliverables, including reliance on Deliverables beyond their intended purpose;
5. The Member's failure to engage a qualified, certified assessor where required;
6. Physical damage to Eira OS equipment: Any physical damage to Eira OS equipment located at the Member's premises, including damage caused by the Member, its personnel, its MSP, contractors, visitors, environmental factors under the Member's control, theft, vandalism, or natural events at the Member's facility. The Member is responsible for all repair, replacement, travel, shipping, and labor costs associated with such damage as detailed in the Service Level Agreement, Section 12 (Physical Equipment and On-Site Repairs).

Eira OS Indemnification

Eira OS shall indemnify, defend, and hold harmless the Member from third-party claims that Eira OS Software infringes a United States patent, copyright, or trademark, provided that Eira OS retains sole control of the defense and the Member cooperates fully. This indemnification does not cover claims arising from the Member's modifications to Software, use of Software outside the scope of the Membership, or the Member's own data or materials.

Indemnification Cap

Each party's indemnification obligations under this Section are capped at an amount equal to the total fees paid by the Member to Eira OS for the specific Membership giving rise to the claim in the twelve (12) months preceding the event giving rise to the liability, matching the limitation of liability cap in Section 11.

13. Termination

Termination by Either Party

Either party may terminate an Membership for material breach with written notice and a 30-day cure period. Eira OS may terminate immediately for the Member's breach of license restrictions (Section 4), acceptable use restrictions (Section 8), or non-payment beyond the cure period.

Effect of Termination

Upon termination:

1. All Software licenses immediately terminate;
2. The Member shall cease all use of Software and Deliverables;
3. The Member shall return or destroy all Software as specified in Section 4;
4. The Member shall pay all fees due through the date of termination;
5. The Member's failure to return or destroy Software as required shall constitute a material breach subject to damages and injunctive relief under Section 14 (Intellectual Property Exception) and Section 16;
6. Sections relating to limitation of liability, indemnification, intellectual property, confidentiality, and arbitration survive termination.

14. Dispute Resolution and Arbitration

Binding Arbitration

Any dispute, claim, or controversy arising out of or related to these Terms or any Membership shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Maricopa County, Arizona. The arbitrator's award may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs. Arbitration forum fees and the arbitrator's fees and expenses shall be split equally between the parties, except that Eira OS shall pay its share of arbitration fees if the Member demonstrates inability to pay and the arbitrator determines that such allocation is appropriate.

No Class Actions

The Member and Eira OS agree that each party may bring claims against the other only in its individual capacity. Neither party may participate in a class action, class arbitration, or representative action. The arbitrator may not consolidate more than one person's claims.

Exception: Intellectual Property

Notwithstanding the arbitration provision, either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property rights, including copyright, trademark, and trade secrets. This exception does not waive the arbitration requirement for damages claims related to intellectual property.

Federal Copyright Preemption

Claims involving copyright are governed by federal law under 17 U.S.C. et seq. and shall be brought in federal court. To the extent any state law claims are preempted by federal copyright law, federal law controls. The arbitration provision applies to all non-copyright claims, and to copyright claims seeking damages but not injunctive relief.

15. Governing Law

These Terms and any Membership are governed by the laws of the State of Arizona, without regard to conflict of law principles, except where preempted by federal law, including federal copyright law. The exclusive venue for any non-arbitrated proceeding shall be the state or federal courts located in Maricopa County, Arizona.

16. Intellectual Property and Copyright

All Eira OS Software, methodologies, processes, templates, configurations, documentation, and other materials are the proprietary property of Eira OS and are protected by United States copyright law, trade secret law, and other applicable intellectual property laws. The Member acknowledges that Eira OS's methods, processes, and techniques constitute trade secrets and confidential information.

Federal copyright law (17 U.S.C. et seq.) governs all Software and Deliverables. Unauthorized copying, distribution, or use of Eira OS Software or Deliverables constitutes copyright infringement and may subject the infringer to civil and criminal penalties, including statutory damages and attorneys' fees under 17 U.S.C. Sections 504 and 505.

17. Confidentiality

Both parties agree to maintain the confidentiality of each other's confidential information. Eira OS's confidential information includes Software, methodologies, pricing, AI configurations, and proprietary processes. The Member's confidential information includes Member Data, personal information, and any materials provided for analysis. Each party shall use the other's confidential information solely for the purpose of the Membership and shall not disclose it to third parties without written consent, except as required by law. These confidentiality obligations survive termination of the Membership and continue for a period of five (5) years after termination; provided that trade secrets, as defined under Arizona Revised Statutes Section 44-403, shall remain confidential indefinitely for as long as they qualify as trade secrets under applicable law.

18. Changes to These Terms

Eira OS may update these Terms from time to time. The effective date at the top of this page indicates when the current version was posted. Changes apply to new Memberships entered into after the effective date. Memberships already in progress are governed by the Terms in effect at the time the Membership was initiated, unless the Membership expressly provides otherwise.

19. Miscellaneous

1. Entire Agreement: These Terms, together with any Membership, constitute the entire agreement between the parties regarding the subject matter.
2. Severability: If any provision is found unenforceable, the remaining provisions remain in full force.
3. No Waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it later.
4. Assignment: The Member may not assign these Terms or any Membership without Eira OS's written consent. Eira OS may assign these Terms to a successor in connection with a merger, acquisition, or sale of assets.
5. Notices: Legal notices to Eira OS shall be sent by certified mail to the address on file. The Member is responsible for maintaining current contact information.
6. Force Majeure: Neither party is liable for delays or failures due to causes beyond reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, or internet or infrastructure failures. Force majeure additionally includes: unavailability of AI models or model providers, deprecation or withdrawal of AI models, GPU supply chain disruptions, changes to third-party API terms or availability, and infrastructure failures affecting AI model inference, in each case where such events are beyond the reasonable control of the affected party. The affected party shall give prompt notice and use reasonable efforts to resume performance. If a force majeure event continues for more than sixty (60) days, either party may terminate the Membership without penalty.
7. Relationship: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.
8. Export: Eira OS is a United States company. Software and Services are provided for use within the United States only. The Member shall not export, re-export, or transfer Software or Deliverables outside the United States.
9. No Third-Party Beneficiaries: These Terms are for the benefit of the parties only. No third party has any rights under these Terms.
10. Survival: Provisions that by their nature should survive termination shall survive, including limitation of liability, indemnification, intellectual property, confidentiality, and arbitration.

Questions about these Terms? Contact Eira OS through our contact page. These Terms were last updated on August 9, 2026. Prior versions are available upon request.