Watt Data Terms of Service

1. SCOPE AND ACCEPTANCE

These Terms of Service (“Terms”) govern access to and use of the website, APIs, connectors, MCP servers, interfaces, and data-analysis services provided by Watt Data, Inc. (“Watt,” “we,” “us”). By accessing any part of the Website or Data Services, the individual or entity (“User” or “Customer”) expressly agrees to be bound by these Terms. Continued use of the Website or Data Services after any modifications to these Terms constitutes acceptance of such modifications. If you are accepting on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms.

Where Customer purchases paid access to the Data Services, these Terms together with the applicable Order Form constitute the binding “Agreement.” In the event of conflict between these Terms and an Order Form, the Order Form controls as to that specific conflict only, and these Terms shall govern all other matters.

2. DEFINITIONS

“Data Services” means Watt’s proprietary hosted analytics platform, APIs, data connectors, MCP servers, reasoning-graph systems, models, and related tools that generate analytical outputs and insight signals.

“Order Form” means a mutually executed document, whether offline or electronic, specifying subscription tier, pricing, term, credit volume, special deliverables, or custom configurations purchased by Customer.

“User Input” means data, content, prompts, queries, filters, or instructions submitted to the Data Services.

“Derived Outputs” means insights, reports, audiences, scores, segments, and analytical results generated by the Data Services.

“Derived Data” means de-identified or aggregated statistical data generated from operation of the Data Services, including usage logs, system-level metrics, and LLM-derived analytic traces.

3. ACCESS RIGHTS

General Users. Watt grants Users a limited, non-exclusive, revocable right to access the Website, documentation, and publicly available interfaces.

Paid Customers. Subject to the Order Form, Watt grants Customer a limited, non-exclusive, non-transferable right to access and use the Data Services during the Subscription Term solely for internal business purposes.

Credentials. Customer is responsible for any activity under its issued credentials and must maintain confidentiality of access keys and tokens.

4. ACCEPTABLE USE

User shall not: (i) reverse engineer or probe security; (ii) attempt to re-identify anonymized data; (iii) use the Data Services to develop or train competing models; (iv) bypass rate limits; (v) transmit unlawful, defamatory, or infringing content; (vi) use automated scraping outside permitted APIs; or (vii) violate applicable law. Watt may investigate violations and suspend or terminate access immediately upon notice to Customer, without liability for any resulting damages.

5. PRIVACY AND DATA PROTECTION

Personal data processing is described in the Watt Data Privacy Policy. Customer represents, warrants, and covenants that it has obtained all necessary rights, consents, and lawful bases under applicable data protection laws (including but not limited to rights under GDPR, CCPA, and other privacy regulations) to submit any User Input to the Data Services and to permit Watt's processing of such User Input as contemplated by this Agreement. Watt may collect technical and usage data for security, support, billing, and improvement of the Data Services.

6. INTELLECTUAL PROPERTY

Watt retains all rights in its software, data structures, algorithms, models, reasoning-graph systems, documentation, and platform architecture. User retains ownership of User Input. Subject to these Terms, Customer may use Derived Outputs internally. Customer may not rely on Derived Outputs to recreate or replicate Watt’s underlying systems. Any feedback, suggestions, ideas, or recommendations provided by Customer regarding the Data Services ("Feedback") shall be deemed Watt's Confidential Information and Watt's sole property. Customer hereby irrevocably assigns to Watt all right, title, and interest in and to all Feedback, including all intellectual property rights therein, and waives any moral rights Customer may have in such Feedback.

7. MODEL IMPROVEMENT AND DERIVED DATA

Limited License. Customer grants Watt a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, create derivative works from, and otherwise exploit Derived Data to develop, improve, and enhance Watt's models, algorithms, technologies, and services, and to incorporate Derived Data into Watt's products and services.

Restrictions. Watt will not use User Input in a manner that directly identifies Customer or any individual by name, nor will Watt knowingly incorporate Customer-identifiable User Input into generalized public models, except as necessary to provide the Data Services or as otherwise permitted under this Agreement.

Safeguards. Watt applies technical and organizational measures to de-identify Derived Data and prevent re-identification.

Opt-Out. Upon written request submitted to legal@wattdata.ai, Watt will use commercially reasonable efforts to exclude Customer's future Derived Data from model-improvement processing within thirty (30) days of receipt of such request, except data required for support, billing, abuse detection, security, legal compliance, or to fulfill Watt's obligations under this Agreement. Watt makes no representation that such exclusion is technically feasible for all data types or processing systems.

8. FEES AND PAYMENT (PAID CUSTOMERS ONLY)

Fees, billing cycles, usage credits, overage pricing, and payment requirements are set forth in the Order Form. Except as expressly stated in this Agreement or required by applicable law, all fees are non-refundable, including in the event of early termination by Customer. Watt may suspend access for late payment if payment is not received within ten (10) days after written notice of non-payment, without liability for any resulting damages or losses. Customer is responsible for all taxes except Watt’s income taxes.

9. CONFIDENTIALITY

Each party shall protect the other party’s Confidential Information using no less than the degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care. Customer acknowledges that platform architecture, system methods, and performance data constitute Watt’s Confidential Information. Confidentiality obligations survive for three (3) years, except trade secrets, which survive as long as legally protected.

10. WARRANTIES AND DISCLAIMERS

Paid Customers. Watt warrants that the Data Services will perform substantially as described in documentation.

Website/Free Tier Users. The Website and free-tier access are provided “AS IS.”

Disclaimer. Except for the express warranty above, Watt disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, title, and uninterrupted or error-free availability. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. INDEMNIFICATION

Watt Indemnity. Watt will defend and indemnify Customer against third‑party claims that the unmodified Data Services infringe U.S. intellectual property rights, subject to exclusions for combinations, misuse, or violations of these Terms.

Customer Indemnity. Customer will indemnify Watt for claims arising from User Input, breach of these Terms, or violation of law.

12. LIMITATION OF LIABILITY

Website and Free Tier Users. Watt’s total liability shall not exceed one hundred dollars (US$100).

Paid Customers. For claims arising under paid subscriptions, each party’s maximum liability shall not exceed the total fees paid by Customer in the twelve (12) months preceding the claim.

Exclusions. EXCEPT FOR BREACHES OF SECTION 12 (CONFIDENTIALITY), SECTION 4 (ACCEPTABLE USE), OR SECTION 8 (INTELLECTUAL PROPERTY), neither party is liable for consequential, special, exemplary, punitive, or indirect damages, including but not limited to loss of profits, revenue, data, or business opportunities. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

13. TERM, RENEWAL, TERMINATION

Subscription Term is defined in the Order Form. Unless otherwise stated, subscriptions automatically renew for one‑year periods at the then-current rates unless Customer provides written notice of non-renewal at least sixty (60) days before the end of the then-current term. Either party may terminate for material breach not cured within thirty (30) days after written notice specifying the breach. Watt may suspend immediate access to protect system integrity or for non-payment. Upon termination, Customer must cease use of the Data Services.

14. SUBPROCESSORS AND COMPLIANCE

Watt may use subprocessors with appropriate contractual safeguards. Customer must comply with export control laws and all applicable regulations. Watt may retain limited logs for compliance or security purposes.

15. SERVICE MODIFICATIONS AND AVAILABILITY

Watt reserves the right to modify, enhance, or discontinue any feature of the Data Services at any time with at least thirty (30) days' notice to paid Customers for material feature removals, except where required by law, security concerns, or third-party requirements. Watt may perform scheduled maintenance with at least forty-eight (48) hours' advance notice and emergency maintenance without notice. Customer acknowledges that the Data Services depend on third-party infrastructure, APIs, and data sources, and Watt is not responsible for interruptions, degradations, or changes caused by such third parties. Watt shall use commercially reasonable efforts to minimize service disruptions.

16. BETA FEATURES AND EXPERIMENTAL SERVICES

Watt may make beta, pilot, or experimental features available at its discretion. Such features are provided "AS IS" without warranty of any kind and may be modified or withdrawn at any time. Beta features are excluded from all service level commitments and warranties. Customer's use of and feedback regarding beta features is governed by Section 6 (Intellectual Property).

17. CUSTOMER RESPONSIBILITIES AND REPRESENTATIONS

Customer represents and warrants that: (i) it has the legal authority to enter into this Agreement; (ii) its use of the Data Services complies with all applicable laws, including data protection, privacy, consumer protection, and marketing regulations; (iii) it has obtained all necessary consents, rights, and authorizations for User Input; (iv) it will not use Derived Outputs in any manner that violates applicable law or third-party rights; and (v) it maintains adequate security controls for its systems and credentials.

18. END USER COMPLIANCE

If Customer permits its employees, contractors, or authorized users to access the Data Services, Customer remains fully responsible for their compliance with these Terms and shall implement appropriate access controls, training, and monitoring. Customer shall promptly investigate and remedy any unauthorized use or security incident involving its account.

19. DATA RETENTION AND DELETION

Upon termination or expiration, Watt will retain User Input and Derived Outputs for thirty (30) days to permit retrieval, after which Watt may delete such data. Customer is solely responsible for exporting any data it wishes to retain before termination. Watt may retain Derived Data, aggregated usage data, and technical logs indefinitely as permitted under Section 7. Watt has no obligation to provide data extracts or migration assistance except as specified in an Order Form.

20. RESERVATION OF RIGHTS

Watt reserves all rights to investigate suspected violations, monitor usage for compliance and security, implement rate limiting or access restrictions, and suspend or terminate access to protect system integrity, comply with legal obligations, or prevent harm to Watt or other users. Watt may implement technical measures to enforce usage limits and prevent abuse.

21. NO RELIANCE ON ANALYTICAL OUTPUTS

Customer acknowledges that Derived Outputs are informational tools based on statistical models, algorithms, and machine learning systems that involve inherent uncertainty. Customer is solely responsible for independently verifying, validating, and testing any Derived Outputs before relying on them for business decisions. Watt makes no representation regarding the accuracy, completeness, or suitability of any Derived Output for Customer's particular purpose.

22. PUBLICITY AND REFERENCE RIGHTS

Watt may identify Customer as a user of the Data Services in marketing materials, customer lists, and case studies unless Customer opts out in writing. With Customer's prior approval (not to be unreasonably withheld), Watt may develop more detailed case studies or testimonials. Customer grants Watt a limited license to use Customer's name, logo, and trademarks solely for such permitted references.

23. INJUNCTIVE RELIEF

Customer acknowledges that breach of Sections 4 (Acceptable Use), 8 (Intellectual Property), or 12 (Confidentiality) would cause irreparable harm for which monetary damages are an inadequate remedy. Watt shall be entitled to seek injunctive or equitable relief without posting bond and without prejudice to any other rights or remedies.

24. ASSIGNMENT

Except as otherwise provided in this Agreement, neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets or equity, provided that the assignee agrees in writing to be bound by the terms and conditions of this Agreement. Any attempted assignment in violation of this section shall be null and void.

25. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government action, internet or telecommunications failures, cyberattacks, pandemic, epidemic, or third-party service provider outages, provided that the affected party: (i) provides prompt notice to the other party; (ii) uses commercially reasonable efforts to mitigate the impact; and (iii) resumes performance as soon as reasonably practicable. Watt may suspend the Data Services during such events without liability. If the force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form upon written notice without penalty, and Watt shall refund any prepaid fees for services not delivered during the force majeure period on a pro-rata basis.

26. ORDER OF PRECEDENCE

If there is a conflict between these Terms and an Order Form, the Order Form controls solely for the scope of that conflict. All other provisions of these Terms remain in effect.

27. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Tennessee, and the parties hereby consent to the personal jurisdiction and venue therein.

28. MISCELLANEOUS

These Terms, along with any Order Form, represent the entire agreement regarding use of the Website and Data Services. Watt may update these Terms by posting a revised version with at least thirty (30) days' notice to paid Customers, and continued use after such notice period constitutes acceptance. Material changes will be highlighted in the notice.

Notices must be sent to legal@wattdata.ai for Watt and to the email address in Customer's account or Order Form.

Assignment by Customer requires Watt’s consent; Watt may assign to affiliates or successors.