Last updated: April 20, 2026
Commercial SaaS
Agreement
OCEANIR SOFTWARE AS A SERVICE AGREEMENT
This Oceanir Software as a Service Agreement (the “Agreement”) is a legal agreement between Oceanir AI Inc. (“Oceanir”, “Company”, “we”, “us”, or “our”), with its principal place of business in Miami, Florida, and the entity or person that accepts this Agreement (“Customer”, “you”, or “your”). This Agreement is effective as of the earliest of: (a) the date you click to accept, (b) the date you execute an Order Form referencing this Agreement, or (c) the date you first access or use the Services (the “Effective Date”).
This Agreement governs your use of Oceanir’s hosted software, APIs, and related services for image intelligence, geo-estimation, geospatial analysis, and related AI-assisted workflows (collectively, the “Services”). Order Forms, pricing schedules, service descriptions, data processing terms, acceptable use terms, and other addenda expressly incorporated by reference form part of this Agreement.
THE OCEANIR API SAAS SERVICES MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING ITS AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.
OCEANIR’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE OCEANIR API SAAS SERVICES, EXCEPT WITH OCEANIR’S PRIOR WRITTEN CONSENT.
1. Definitions
Unless the context requires otherwise, capitalized terms used in this Agreement have the meanings below.
- “Access Credentials” means API keys, passwords, OAuth tokens, and similar credentials used to access the Services.
- “Authorized User” means an employee, contractor, or agent permitted by Customer to access the Services.
- “Customer Data” means any data, files, prompts, media, or content submitted to the Services by or on behalf of Customer.
- “Documentation” means Oceanir’s then-current published technical and user documentation.
- “Order Form” means any order, checkout flow, or statement of work that references this Agreement.
- “Output” means data, results, location candidates, confidence signals, and other content generated by the Services.
- “Security Incident” means confirmed unauthorized access to or acquisition of Customer Data in Oceanir production systems.
- “Subscription Term” means the period of access and use rights purchased under an Order Form or plan.
- “Usage Policy” means Oceanir’s acceptable use policy available at docs.oceanir.ai/usage-policy, as updated from time to time.
2. Oceanir API SaaS Services
2.1 Provisioning and Access
Subject to this Agreement and payment of applicable fees, Oceanir will make the Services available to Customer during the Subscription Term. Oceanir grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for internal business purposes.
2.2 Service Changes and Beta Features
Oceanir may improve, modify, or discontinue features. Beta or preview features are optional, may be changed or removed at any time, and are provided “AS IS” without service commitments.
2.3 Use Restrictions
Customer will not, and will not permit others to:
- (a) use the Services in violation of law or the Usage Policy;
- (b) reverse engineer, decompile, or attempt to derive source code except where expressly allowed by law;
- (c) bypass security controls or usage limits;
- (d) use the Services to build a directly competing product using prohibited methods;
- (e) submit malware or malicious payloads; or
- (f) access the Services for competitive benchmarking or monitoring without Oceanir’s prior written consent.
3. Ownership; Reservation of Rights
3.1 Customer Data and Outputs
As between the Parties, Customer retains all right, title, and interest in Customer Data. Subject to this Agreement, Oceanir assigns to Customer any rights Oceanir may have in Outputs generated specifically for Customer through authorized use. Customer acknowledges that similar outputs may be generated for other users.
3.2 Oceanir Property
Oceanir and its licensors retain all right, title, and interest in the Services, models, software, Documentation, know-how, and all related intellectual property rights. No rights are granted except those expressly set out in this Agreement.
3.3 License to Process Customer Data
Customer grants Oceanir a worldwide, non-exclusive, royalty-free license to host, copy, transmit, and process Customer Data solely to provide, secure, support, and improve the Services as permitted by this Agreement and applicable law.
3.4 Feedback and Aggregated Data
Oceanir may use feedback without restriction. Oceanir may generate and use de-identified, aggregated usage metrics for analytics, operations, and service improvement.
4. API and Applications
4.1 API License
Oceanir grants Customer a revocable, non-exclusive license to use Oceanir APIs and SDKs in object code form solely to build and operate applications that interact with the Services in compliance with this Agreement.
4.2 API Limits and Changes
Oceanir may apply rate limits, concurrency controls, and quotas. Oceanir may update APIs and will use commercially reasonable efforts to provide migration guidance for material breaking changes.
4.3 Third-Party Services
The Services may interoperate with third-party products and infrastructure. Third-party services are governed by their own terms, and Oceanir is not responsible for third-party offerings not provided by Oceanir.
5. Privacy
5.1 Privacy and Data Processing
Oceanir processes personal information in accordance with its Privacy Policy and, where applicable, the Parties’ data processing addendum. Customer is responsible for ensuring it has all rights and legal bases required to submit Customer Data.
5.2 Processing Roles
For personal data in Customer Data, Customer is generally the controller/business and Oceanir is the processor/service provider, except where Oceanir acts as an independent controller for account management, billing, security, fraud prevention, and legal compliance.
5.3 Security and Incident Notice
Oceanir maintains administrative, technical, and physical safeguards designed to protect Customer Data. In the event of a confirmed Security Incident, Oceanir will provide notice without undue delay and take commercially reasonable remediation steps.
5.4 AI Processing Controls
Oceanir will not use Customer Data to train shared foundation models for other customers unless expressly authorized by Customer in an Order Form, account control, or other written agreement.
6. Communications Over the Internet and Public Networks
Customer acknowledges that use of the Services involves transmission over public networks and third-party infrastructure. Oceanir cannot guarantee absolute security of data in transit and is not responsible for delays, interception, or loss caused by internet or telecommunications systems outside Oceanir’s reasonable control.
Customer is responsible for secure configuration of its own networks, endpoints, and applications that connect to the Services.
7. Customer User Account
7.1 Account Administration
Customer will maintain accurate account information and is responsible for user provisioning, role assignment, and all activity under its accounts and Access Credentials.
7.2 Credential Protection
Customer must protect and rotate Access Credentials and promptly notify Oceanir of any suspected unauthorized use.
7.3 Customer Responsibilities
Customer is responsible for compliance by its Authorized Users and for all uses of the Services under Customer’s account.
8. Support
8.1 Standard Support
During the Subscription Term, Oceanir provides standard support through designated channels and self-serve Documentation.
8.2 Service Levels
Specific support SLAs, response times, uptime commitments, and service credits apply only if explicitly included in an Order Form or enterprise addendum.
8.3 Maintenance
Oceanir may perform scheduled or emergency maintenance and will use commercially reasonable efforts to minimize disruption.
9. Fees and Payment
9.1 Fees
Customer will pay all fees specified in the applicable Order Form or pricing page. Unless otherwise stated, fees are in U.S. dollars and are non-cancelable and non-refundable except as expressly provided in this Agreement.
9.2 Billing and Overage
Usage-based charges, overages, and plan upgrades are billed at then-current rates. Oceanir may invoice or auto-charge payment methods on file in accordance with the selected billing cycle.
9.3 Late Payment and Suspension
Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Oceanir may suspend Services for non-payment after notice and reasonable opportunity to cure.
9.4 Taxes
Fees exclude taxes, levies, and duties. Customer is responsible for all such charges except taxes based on Oceanir’s net income.
10. Confidential Information
10.1 Definition
“Confidential Information” means non-public information disclosed by one Party to the other that is designated as confidential or should reasonably be understood to be confidential under the circumstances.
10.2 Obligations
The receiving Party will use at least reasonable care to protect Confidential Information and will use it only to perform rights and obligations under this Agreement.
10.3 Exclusions
Confidential Information excludes information that is publicly available without breach, already lawfully known, independently developed without use of confidential materials, or lawfully obtained from a third party without confidentiality duty.
10.4 Required Disclosure
A Party may disclose Confidential Information when required by law or valid legal process, provided it gives notice where legally permitted and reasonably cooperates to seek protective treatment.
11. Warranty; Disclaimer; Indemnity
11.1 Mutual Authority
Each Party represents it has full power and authority to enter into and perform this Agreement.
11.2 Limited Service Warranty
Oceanir warrants that the Services will materially conform to Documentation under normal authorized use. Customer’s exclusive remedy for breach is re-performance or, if not commercially feasible, a pro-rated refund for the affected period.
11.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, OUTPUTS, APIS, AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OCEANIR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Output is probabilistic. Customer is solely responsible for reviewing and validating outputs before high-impact decisions.
11.4 Oceanir Indemnity
Oceanir will defend Customer against third-party claims alleging that authorized use of the Services infringes such party’s intellectual property rights, and will indemnify damages finally awarded or approved in settlement, subject to customary notice, cooperation, and control-of-defense conditions.
11.5 Customer Indemnity
Customer will defend and indemnify Oceanir against claims arising from Customer Data, Customer applications, or Customer’s unlawful or unauthorized use of the Services.
12. Limitation of Liabilities
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR CUSTOMER PAYMENT OBLIGATIONS, A PARTY’S INDEMNIFICATION OBLIGATIONS, OR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, EACH PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO OCEANIR FOR THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
13. Term and Termination
13.1 Term
This Agreement begins on the Effective Date and continues until all Subscription Terms have expired or been terminated. Unless stated otherwise in an Order Form, subscriptions renew automatically for successive terms.
13.2 Suspension and Termination for Cause
Oceanir may suspend access immediately where required to protect the Services, users, or third parties. Either Party may terminate for material breach not cured within thirty (30) days after written notice.
13.3 Effect of Termination
On termination or expiration, Customer access rights end and outstanding fees become due. Customer may request export of available Customer Data during any post-termination retrieval period set out in Documentation or Order Form. Oceanir may delete remaining Customer Data in accordance with retention policies and applicable law.
13.4 Survival
Provisions that by their nature should survive termination survive, including payment obligations, confidentiality, ownership, indemnities, warranty disclaimers, liability limits, and dispute terms.
14. General Provisions
14.1 Notices
Legal notices must be in writing and sent to [email protected] (for Oceanir) or to the legal or billing contact on file for Customer.
14.2 Assignment
Neither Party may assign this Agreement without the other Party’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.
14.3 Publicity
Oceanir may identify Customer as a customer and use Customer’s name and logo in customer lists and marketing materials, unless Customer opts out in writing.
14.4 Governing Law and Venue
This Agreement is governed by the laws of the State of Florida and applicable U.S. federal law, without regard to conflicts principles. The Parties submit to exclusive jurisdiction and venue in Miami-Dade County, Florida, except either Party may seek injunctive relief in any court of competent jurisdiction.
14.5 Export, Compliance, and Force Majeure
Customer will comply with export control and sanctions laws. Neither Party is liable for failure or delay caused by events beyond reasonable control, including internet outages, acts of government, labor disputes, or natural disasters.
14.6 Entire Agreement; Severability; Waiver
This Agreement (including referenced addenda and Order Forms) is the entire agreement between the Parties on its subject matter. If any provision is unenforceable, remaining provisions stay in effect. Waivers must be in writing and are not continuing waivers.
14.7 Independent Contractors and Amendments
The Parties are independent contractors and not partners, agents, or joint venturers. Except where this Agreement explicitly allows online policy updates, amendments must be in writing and accepted by authorized representatives of both Parties.
For legal inquiries, please reach out to [email protected]. If you require a negotiated enterprise version of this agreement, a DPA, security addendum, or procurement package, please contact legal with your company name and expected go-live timeline.