Terms and Conditions

Welcome to Fidian.ai (the “Site”). The Site is comprised of various web pages and a customer portal operated by Fidian, Inc. (“Fidian”, “we”, “us” or “our”). The Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained in these Terms and Conditions (the “Terms”). Your access or use of the Site constitutes your agreement to all such Terms. Please read these Terms carefully and keep a copy of them for your reference. If you are accessing the Site on behalf of your employer or company, you represent and warrant that you are authorized to bind your employer or company to these Terms.

Services

We may offer certain services through an online portal hosted on the Site (“Services”). Such Services are subject to a separate agreement between you and Fidian (“Services Agreement”). In the event of any conflict between these Terms and the Services Agreement, the Services Agreement will apply to your use of the Services.

Privacy

Your use of the Site is subject to Fidian’s Privacy Policy. Please review our Privacy Policy, which informs users of our data collection practices.

Electronic Communications

Visiting the Site or sending emails to Fidian constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Children Under Thirteen

The Services are not intended for and Fidian does not knowingly collect, either online or offline, personal information from persons under the age of 13.

Links to Third Party Sites / Third Party Services

The Site may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Fidian and Fidian is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Fidian is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Fidian of the Linked Site or any association with its operators.

Certain services made available via the Site may be delivered by third party sites and organizations. By using any product, service or functionality originating from the Site, you hereby acknowledge and consent that Fidian may share such information and data with any third party with whom Fidian has a contractual relationship to provide the requested product, service or functionality on behalf of Fidian users and customers.

No Unlawful or Prohibited Use / Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use the Site strictly in accordance with these Terms. As a condition of your use of the Site, you warrant to Fidian that you will not use the Site for any purpose that is unlawful or prohibited by these Terms or that infringes any intellectual property right or violates any person’s rights of publicity or right of privacy, or is used to harass or promote or facilitate violence or any obscene, defamatory or other illegal activity. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or Services or interfere with any other party’s use and enjoyment of the Site or Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

All content (“Fidian Content”) included as part of the Site, such as text, graphics, logos, images, as well as the compilation thereof, and any software or hardware used to provide the Site or Services, is the property of Fidian or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, derive the source code of, or in any way exploit the Site or Services or Fidian Content. You agree not to scrape the Site without Fidian’s express written permission, try to work around any technical limitations we impose, or otherwise attempt to disrupt the operation of the Site or Services.

Fidian Content and Services are not for resale. Your use of the Site and Services do not entitle you to make any unauthorized use of the Fidian Content, and in particular you will not delete or alter any proprietary rights or attribution notices in Fidian Content. You will use Fidian Content solely for your personal or internal use and will make no other use of the Fidian Content without the express written permission of Fidian and the copyright owner. You agree that you do not acquire any ownership rights in the Site or Services or any Fidian Content. We do not grant you any licenses, express or implied, to the intellectual property of Fidian or our licensors except as expressly authorized by these Terms.

International Users

The Site is controlled, operated and administered by Fidian from our offices within the USA. If you access the Site from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Fidian Content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless Fidian, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Site, any user postings made by you, your violation of these Terms, your use of the Services (including any property damage, personal injury or death resulting from action or inaction based on use of the Services), or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Fidian reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Fidian in asserting any available defenses.

Liability Disclaimer

THE INFORMATION, FIDIAN CONTENT, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. FIDIAN AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

FIDIAN AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, FIDIAN CONTENT, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, FIDIAN CONTENT, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. FIDIAN AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, FIDIAN CONTENT, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FIDIAN AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, FIDIAN CONTENT, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF FIDIAN. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND SERVICES.

Termination / Access Restriction / Choice of Law / Jurisdiction

Fidian reserves the right, in its sole discretion, to terminate your access to the Site and the related Services or any portion thereof at any time, without notice. To the maximum extent permitted by law, these Terms are governed by the laws of the State of California, without regard to its choice of law principles, and you hereby consent to the exclusive jurisdiction and venue of courts in Santa Clara County, California in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

General Terms

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Fidian as a result of these Terms or use of the Site or Services. Fidian’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Fidian’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Fidian with respect to such use. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, the Terms constitute the entire agreement between the user and Fidian with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Fidian with respect to the Site. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that these Terms and all related documents be written in English.

Changes to Terms

Fidian reserves the right, in its sole discretion, to change the Terms under which the Site and Services are offered. Any changes will be posted to the Site. The most current version of the Terms will supersede all previous versions. Fidian encourages you to periodically review the Terms to stay informed of our updates. Your continued access and use of the Site and Services after such changes are made constitutes your acceptance of such changes.

Contact Us

If you have any questions about the Site or these Terms, please contact us at help@fidian.ai.

Effective as of 10/13/2025.