Terms of Service

You must be at least 18 years old and able to form a legally binding contract to use the Services. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and “you” will refer to both you and the organization.

You are responsible for safeguarding any credentials issued to you and for all activity that occurs under your account. You must notify us immediately of any suspected unauthorized use.

Specific deliverables, timelines, fees, and acceptance criteria for any custom engagement (such as AI development, automation, consulting, or venture work) will be set out in a separate written statement of work, proposal, or order form (an “SOW”). In the event of a conflict between these Terms and an SOW signed by both parties, the SOW controls for that engagement only.

We may modify, suspend, or discontinue any portion of the Services at any time, with reasonable notice where practicable.

Invoicing. Saber Holdings bills Clients by invoice. Unless otherwise stated in an SOW, invoices are issued upon engagement kickoff, on a milestone basis, or monthly in arrears, and are delivered electronically to the billing contact you designate. All amounts are stated and payable in U.S. Dollars (USD) unless expressly stated otherwise on the invoice.

Accepted payment methods. Invoices may be paid by ACH/EFT bank transfer, domestic or international wire transfer, or by corporate credit/debit card via the secure pay-link included on each invoice. Card payments are processed by a PCI-DSS compliant third-party invoicing provider; Saber Holdings does not collect, store, or transmit cardholder data on its own systems. Bank fees, wire fees, and currency conversion costs are the Client's responsibility.

Payment terms (Net 15). Unless otherwise stated in an SOW, all invoices are due and payable within fifteen (15) calendar days of the invoice date (“Net 15”).

Invoice disputes. If you believe an invoice contains an error, you must notify us in writing at contact@saber-holdings.com within ten (10) days of the invoice date, identifying the disputed line items and the basis for the dispute. Undisputed amounts remain payable by the original due date. Invoices not disputed within this period are deemed accepted and final.

Late payments. Past-due amounts accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, calculated from the original due date until paid in full. The Client is also responsible for all reasonable costs of collection, including bank fees, agency fees, and reasonable attorneys' fees.

Suspension & right to withhold deliverables. If any undisputed amount is more than thirty (30) days past due, Saber Holdings may, on written notice, suspend performance under any active SOW, withhold delivery of work product, revoke licenses to deliverables that have not been paid in full, and/or terminate the engagement for cause. Resumption of work after suspension may be subject to a reactivation fee and a revised schedule.

Taxes. All fees are exclusive of all sales, use, VAT, GST, withholding, and similar taxes or duties (other than taxes based on Saber Holdings' net income). The Client is responsible for paying all such taxes. If we are required to collect any such tax, it will be added to the invoice.

Refunds. Except where required by law or expressly stated in a signed SOW, all fees paid are non-refundable. Pre-paid retainers or recurring fees are non-refundable for partial periods.

No card chargebacks. Because Saber Holdings invoices Clients directly under a contractual relationship, the Client agrees that any disagreement regarding fees will be resolved through the invoice-dispute process described above and not by initiating a chargeback, ACH return, or payment reversal with the Client's bank or card issuer. Chargebacks or reversals initiated outside that process for amounts that are not subject to a timely, good-faith written dispute are a material breach of these Terms, and the Client will reimburse Saber Holdings for the disputed amount, all related fees, and reasonable collection costs.

You agree not to, and not to permit any third party to:

• use the Services to violate any law, regulation, or third-party right;
• upload or transmit malware, attempt to probe, scan, or test the vulnerability of any system, or breach any security or authentication measure;
• reverse engineer, decompile, or disassemble any portion of the Services, except to the extent expressly permitted by law;
• resell, sublicense, or commercially exploit the Services without our prior written consent;
• use the Services to build a competing product, or to train machine-learning models that compete with our offerings;
• use automated means (other than approved APIs) to access the Services in a manner that imposes an unreasonable load.

Our IP. The Services, including all software, designs, models, text, graphics, and trademarks, are owned by Saber Holdings or its licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services solely as permitted by these Terms.

Client materials. You retain ownership of materials you provide to us. You grant us a worldwide, royalty-free license to use, host, copy, transmit, modify, and display those materials solely as necessary to provide the Services.

Deliverables. Unless an SOW states otherwise, custom deliverables will be assigned to you upon full payment, excluding our pre-existing tools, libraries, and know-how, which we license to you on a non-exclusive, non-transferable basis for the use of the deliverables.

Feedback. Any feedback you provide may be used by us without restriction or compensation.

Each party will protect the other's non-public information disclosed in connection with the Services with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and will use it solely to perform under these Terms. This obligation does not apply to information that is publicly known, independently developed, or rightfully received from a third party without confidentiality obligations.

Our collection and use of personal information is described in our Privacy Policy, which is incorporated by reference. You represent that you have all rights and consents necessary for us to process any personal data you submit through the Services.

The Services may interoperate with third-party products, APIs, or content (including AI model providers, payment processors, hosting providers, and analytics tools). Those third parties are independent of us, and we are not responsible for their acts, omissions, or terms. Your use of them is at your own risk.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. AI-generated outputs may be inaccurate, incomplete, or unsuitable for a given purpose; you are responsible for evaluating outputs before relying on them.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SABER HOLDINGS OR ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

You will defend, indemnify, and hold harmless Saber Holdings and its affiliates from and against any third-party claim, loss, damage, liability, or expense (including reasonable attorneys' fees) arising out of or related to (a) your use of the Services in breach of these Terms, (b) your violation of any law or third-party right, or (c) any content or data you submit through the Services.

These Terms apply for as long as you use the Services. We may suspend or terminate your access at any time, with or without cause or notice, including for non-payment or violation of these Terms. Sections relating to fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution survive termination.

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The parties agree to first attempt in good-faith negotiations to resolve any dispute. If unresolved within thirty (30) days, the dispute will be finally resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, in English, seated in Wilmington, Delaware. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Class-action waiver. To the extent permitted by law, all claims must be brought in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

We may update these Terms from time to time. Material changes will be notified by posting the updated Terms on this page with a new “Last updated” date or by other reasonable means. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.

These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements on the subject. If any provision is held unenforceable, the remaining provisions will remain in full force. Our failure to enforce any right is not a waiver. You may not assign these Terms without our prior written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.

Contact: Saber Holdings LLC — contact@saber-holdings.com