This document is a working draft published for vendor review and is subject to legal review. The signed customer agreement controls where the two differ.
1. Agreement and parties
These terms govern use of the SOP Intel service (the “Service”) provided by SOP Intel LLC (“SOP Intel”, “we”). The Service is made available to organizations (“Customers”) under a signed agreement such as a master services agreement or statement of work (the “Customer Agreement”), and to the people the Customer authorizes to use it (“Users”).
By using the Service you agree to these terms. If you use it on behalf of a Customer, you confirm you are authorized to do so. Where these terms and a Customer Agreement conflict, the Customer Agreement controls.
2. The Service
The Service lets Users upload narrated screen recordings of business processes and produces draft process documentation from them, including transcripts, step-by-step procedures, flowcharts, RACI matrices and automation assessments, for review, editing and publication within the Customer’s library. Generated content is a draft produced by automated transcription and language models; it must be reviewed by a qualified person before being relied on.
3. Accounts and access
Accounts are created by a Customer administrator. There is no self-signup.
Each account is for one named individual. Users must keep their credentials confidential and tell their administrator promptly if they suspect misuse.
Roles (member, executive, administrator), department assignments and sharing grants are set by the Customer, which is responsible for who it admits and what they can see.
The Customer is responsible for its Users’ compliance with these terms and for disabling accounts of people who leave.
4. Customer content
Recordings, transcripts, documentation and everything else Users upload or the Service generates for a Customer (“Customer Content”) belong to the Customer. The Customer grants SOP Intel a limited license to host, process, transmit and display Customer Content solely to provide and support the Service and as described in the Privacy Policy.
The Customer is responsible for having the right to record and upload what it uploads, including any consent required from people who appear in or are described by a recording, and for not uploading content it is prohibited from sharing with a service provider.
SOP Intel does not use Customer Content to train machine-learning models and does not use it for any other customer.
5. Acceptable use
Users must not:
share credentials or access another person’s account;
upload content that is unlawful, infringing, or that they lack the right to share;
attempt to access data outside their role or sharing grants, or probe, scan or test the Service’s security without written permission;
interfere with the Service’s operation or impose an unreasonable load on it;
reverse engineer the Service or use it to build a competing product; or
remove or alter proprietary notices.
We may suspend an account that we reasonably believe is violating these terms, and will notify the Customer administrator when we do.
6. Third-party services
The Service is built on third-party hosting, database, storage, transcription and language-model providers listed in the Privacy Policy. Their involvement does not change our responsibility to the Customer under these terms or the Customer Agreement. Documentation exported from the Service, including automation implementation prompts, may be used with tools of the Customer’s choosing; those tools are governed by their own terms.
7. Confidentiality
Each party will protect the other’s confidential information with at least the care it uses for its own, use it only for purposes of the Service, and disclose it only to people who need it and are bound by comparable obligations, or as required by law with notice where permitted. Customer Content is the Customer’s confidential information.
8. Intellectual property
SOP Intel owns the Service, its software, prompts, schemas, designs and documentation, and all improvements to them. Nothing in these terms transfers that ownership. Customers may use the Service and the documentation it produces for their internal business purposes for the term of their agreement, and keep the documentation they have exported afterward.
9. Availability, support and changes
We work to keep the Service available and will give reasonable notice of planned maintenance. Support is provided to the Customer’s administrator contact as set out in the Customer Agreement. We may improve or change features over time; we will not materially reduce the core functionality during a paid term without the Customer’s agreement.
10. Disclaimers
Except as expressly stated in a Customer Agreement, the Service is provided “as is” and we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement. Automated transcription and generated documentation can contain errors and omissions; the Customer is responsible for reviewing output before relying on it for operational, financial, regulatory or compliance purposes.
11. Limitation of liability
To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue, arising out of these terms or the Service. Except for a party’s breach of confidentiality, infringement of the other’s intellectual property, or amounts owed under a Customer Agreement, each party’s total liability is limited to the fees paid or payable by the Customer for the Service in the twelve months before the event giving rise to the claim. A Customer Agreement may set different limits, and controls if it does.
12. Term, suspension and termination
The term and renewal of a Customer’s subscription are set by its Customer Agreement. Either party may terminate for a material breach that is not cured within thirty days of written notice. We may suspend access immediately where needed to protect the Service or other data, and will restore it once the issue is resolved.
On termination the Customer may export its published documentation for a period of thirty days, after which we will delete Customer Content as described in the Privacy Policy, unless the Customer Agreement provides otherwise. Sections on confidentiality, intellectual property, disclaimers, liability and governing law survive termination.
13. Governing law and disputes
These terms are governed by the laws of the State of Washington, without regard to its conflict of laws rules. The parties will try in good faith to resolve any dispute through their designated contacts before starting proceedings. Courts located in the State of Washington have jurisdiction over disputes not resolved that way, unless a Customer Agreement specifies another forum.
14. Changes to these terms
We may update these terms by posting a revised version here with a new effective date. Material changes will be communicated to Customer administrators in advance and will not apply to an existing paid term without the Customer’s agreement.