Terms of Service

A signed agreement with Microve controls over these Terms for the engagement it covers. Provisions about Statements of Work, deposits, paid deliverables, and professional-service warranties apply only to commissioned services; using the free app does not create a paid engagement.

1. Definitions

Throughout these Terms, the following definitions apply:

• "Microve," "we," "us," or "our" refers to Microve, Inc., a Delaware corporation.
• "Client," "you," or "your" refers to the individual or entity accessing our Site or engaging our services.
• "Services" includes our website, public tools (including Closed Circuit Professional Redaction), AI consulting, custom AI tool development, and related professional services.
• "Deliverables" refers to custom software, documentation, and other materials commissioned for Client under a Statement of Work. The public redaction app itself is not a commissioned Deliverable; your document outputs are addressed in section 2A.8.
• "Client Data" refers to information and materials you provide for processing through our Services, including detection text sent from the redaction app. This definition does not imply that a file processed locally is uploaded to Microve.
• "Background IP" refers to pre-existing intellectual property owned by either party before the engagement.

2. Services Description

Microve, Inc. provides custom AI consulting and development services. We build focused AI tools that solve specific enterprise problems based on Client requirements. Our services may include:

• AI strategy consulting and workflow analysis
• Custom AI tool design and development
• Integration with existing Client systems
• Training and documentation
• Ongoing support and maintenance (as specified in Statement of Work)

Specific services, deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work (SOW) executed by both parties.

2A. Closed Circuit Professional Redaction

This section applies to the free public app at redaction.microve.ai. We offer it for people who cannot afford a subscription, need to redact a document once, or only need occasional access. There is no subscription fee for this public app. Shared capacity is limited, and responsible use helps keep it available for others.

These public-app terms supplement the rest of these Terms and control if a general provision conflicts with the public app's specific operation. A separately hosted or client-operated deployment requires its own applicable agreement and privacy disclosures.

2A.1 What the app does

The app assists with reviewing and redacting one PDF, PNG, or JPEG at a time. It offers automated detection and manual marks, applies approved redactions, removes supported hidden content, and checks the resulting PDF. It is a tool to assist your judgment; it is not a law firm, a records custodian, or a professional reviewing your document.

2A.2 Your authority and permitted use

You must be an adult with legal capacity to accept these Terms. If you use the app for an organization, you must have authority to do so. You must have the rights, permissions, and lawful basis needed to process the information in your document and disclose the detection text to the providers described in our Privacy Policy.

Do not use the app to violate law or another person's rights, evade a court order or records-preservation duty, conceal evidence unlawfully, introduce malicious code, bypass usage limits or access controls, or disrupt the service. Prohibited abuse includes deliberately exhausting shared AI credits, excessive automated or bulk requests, using rotating network addresses or coordinated users to evade quotas, attempting unauthorized access, and exploiting the service to obtain other people's information. Redaction does not excuse your obligations to preserve originals or produce records when required.

2A.3 External AI processing happens before redaction

The current public workflow does not send original files, page images, filenames, embedded metadata, comments, attachments, or your custom search-term list to a model. A custom term that appears in the page text may still be sent as page text. The finished document and verification checks are processed locally.

2A.4 Confidentiality, health information, and compliance

No HIPAA business associate agreement covers the free public app. Do not use it for protected health information where such an agreement is required. Public use does not create a signed data processing agreement, an attorney-client relationship, or a guarantee of attorney-client privilege. A zero-data-retention route does not itself satisfy your contractual or regulatory obligations.

Presets named for HIPAA Safe Harbor or Federal Rule of Civil Procedure 5.2 are workflow aids. They are not legal advice or a certification that a document satisfies those rules, another privacy law, a protective order, or a filing requirement. If you need restricted providers, a particular processing location, or a contractual security arrangement, agree those requirements with us before processing information.

2A.5 Review and responsibility for release

You must review the original, the proposed marks, the warnings, and the output before sharing or filing a document. Automated detection and OCR can miss information, mark the wrong content, misread scans, or fail. A zero-findings result does not establish that a document contains no sensitive information. Removing a mark or approving a partial transformation can intentionally leave information visible.

If AI detection is unavailable or reaches a usage limit, the app may offer a reduced-coverage path using local patterns and custom terms after an explicit acknowledgment. That path is not a completed AI search for names and addresses. Only continue if you can adequately review the document yourself.

You are responsible for deciding what to remove, approving the redactions, checking that required information has been removed, and determining whether the result may be used for your intended purpose. The app does not guarantee detection or removal of every sensitive item.

2A.6 Verification and the Certificate of Destruction

The app withholds downloads unless every applicable implemented verification check passes. These checks have defined coverage and technical limits; they can produce false positives and false negatives. A passing result applies to the generated output and the checks actually performed, not to every possible method of recovering information or every legal requirement.

The downloadable Certificate of Destruction is an automated record of that run's checks and results. It is not an independent audit, legal opinion, regulatory certification, guarantee of complete de-identification, or proof that all sensitive information was found. It does not certify destruction of the original file, downloaded copies, backups, or provider operational records.

2A.7 Originals, session loss, and outputs

The app generates a new PDF and does not overwrite the original on your device. Keep originals and any required records according to your obligations. Some processing can flatten pages, remove searchable text, affect accessibility or appearance, and remove metadata, annotations, attachments, or other document features.

Your work is held in the current browser tab's memory. Refreshing, closing the tab, or starting over discards the working session; there is no account-based history or recovery service. Download the released artifacts before leaving. You are responsible for securely storing, distributing, and deleting your originals and downloads.

2A.8 Ownership and permission to process

You retain your rights in your documents and, as between you and Microve, the outputs generated from them. You grant us only the permission needed to process detection text and return results through the disclosed providers. We do not acquire ownership of your document or use it to train or improve AI models.

Microve and its licensors retain their rights in the app and its software. We permit you to use the public app for lawful personal or business redaction subject to these Terms. This does not transfer ownership of the app or grant a right to redistribute or host its proprietary code. Third-party software remains subject to its own licenses; notices are available in the app's third-party license file.

2A.9 Free access, availability, and suspension

The public app is free to use, with no paid subscription required. Microve pays for limited shared processing capacity; free access does not entitle you to unlimited requests, uninterrupted availability, priority processing, or support. Per-network usage limits and a shared spending limit apply. Access or AI detection may be interrupted, changed, suspended, or discontinued for maintenance, capacity, security, abuse, legal reasons, or provider availability.

Use of this free app creates no obligation to purchase anything and no entitlement to payment, service credits, or reimbursement for downtime or unsuccessful processing, except where applicable law requires otherwise. Any separately offered paid service would require your affirmative agreement to its charges.

The free app is provided "as is" and "as available," subject to the disclaimers and lawful limitations below. The professional-service warranty in section 6.1 applies only to an agreed client engagement. Nothing in these Terms excludes rights or liabilities that applicable law does not permit us to exclude.

2A.10 Abuse controls and consequences

We currently enforce request and document limits, per-network rate limits, and a shared AI spending limit. We may add or adjust throttling, automated abuse checks, access restrictions, and other technical controls. These controls may refuse a request or restrict legitimate users who share a network, and they cannot prevent every form of abuse.

Abuse can result in immediate suspension or a permanent ban. Where reasonably necessary to protect the service, other users, or our providers, or where we reasonably suspect a violation, we may reject requests, reduce allowances, block network access, and terminate your permission to use the app, without advance notice where permitted by law. Continued access is not a right arising from the app being free. Do not use alternate addresses, devices, proxies, or other people to evade a restriction. If you believe a restriction is mistaken, contact support@microve.ai.

For suspected unlawful abuse, we may investigate using available operational records, preserve relevant records where legally appropriate, report suspected unlawful conduct to relevant providers or authorities, seek an injunction, and pursue civil claims or other available legal remedies. You may be responsible for losses and reasonable investigation, service-restoration, and legal costs caused by your unlawful conduct or breach, to the extent recoverable under applicable law. Authorities determine any criminal penalties. These provisions do not authorize routine retention of document text contrary to our Privacy Policy.

2A.11 No guarantee of complete redaction or data protection

These limitations do not excuse Microve from its express privacy commitments or from duties that applicable law does not permit us to exclude. If your task requires assurances beyond those expressly provided, do not rely on the free public app for that task.

3. Engagement and Acceptance of Professional Services

3.1 Project Initiation

Each engagement requires:

1. A signed Statement of Work (SOW) detailing scope, timeline, and fees
2. Payment of the deposit as specified in the SOW
3. Provision of necessary access, data, and materials by Client

3.2 Deposits and Payment Terms

A deposit, typically 25-33% of the total project fee, is required before work commences. Deposits are non-refundable once work has begun but will be applied against the final invoice.

Payment terms are net 15 days from invoice date unless otherwise specified in the SOW. Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is less.

Microve reserves the right to suspend services for non-payment.

3.3 Acceptance of Deliverables

Client shall have 10 business days from delivery to review and test Deliverables. If Client does not provide written notice of rejection with specific defects within this period, the Deliverables shall be deemed accepted.

If Deliverables do not conform to specifications in the SOW, Microve will make reasonable corrections at no additional cost.

4. Intellectual Property Ownership

4.1 Client Data Ownership

Client retains all right, title, and interest in Client Data. Microve acquires no ownership rights to Client Data. Client grants Microve a limited, non-exclusive license to use Client Data solely to provide the Services.

4.2 No AI Training on Client Data

4.3 Deliverables Ownership

Upon full payment, all Deliverables created specifically for Client under the SOW shall be the sole property of Client. This includes custom code, documentation, and AI models developed specifically for Client's use.

To the extent any Deliverables do not qualify as works made for hire under applicable law, Microve hereby irrevocably assigns to Client all right, title, and interest in such Deliverables, including all intellectual property rights.

4.4 Background IP

Each party retains ownership of its Background IP. Microve retains ownership of:

• Pre-existing development tools, frameworks, and methodologies
• General programming techniques and know-how
• Reusable code libraries not specifically created for Client

Microve grants Client a perpetual, non-exclusive, royalty-free license to use Microve's Background IP as incorporated in the Deliverables, but not to modify, distribute, or create derivative works therefrom.

4.5 Open Source Components

Microve may use open source software in Deliverables where appropriate. Microve will disclose all open source components and their licenses to Client. Client acknowledges that open source components are subject to their respective license terms.

5. Service Standards and AI Limitations

5.1 Performance Standard

Microve shall use commercially reasonable efforts to develop the AI tools in accordance with the specifications set forth in the applicable SOW. Client acknowledges that due to the probabilistic nature of machine learning, Microve cannot guarantee specific accuracy rates, output quality, or that the AI tools will perform identically across all use cases.

5.2 AI System Limitations

5.3 Human Review Requirement

Client acknowledges that AI outputs should not be relied upon without appropriate human review. Microve recommends implementing human-in-the-loop review processes, especially for high-stakes decisions affecting employment, credit, legal rights, or safety.

Microve is not liable for decisions made or actions taken based on AI outputs without appropriate human review.

5.4 No Guarantee of Results

Microve does not guarantee that the AI tools will achieve specific enterprise outcomes, return on investment, or performance metrics. The success of AI implementation depends on factors outside Microve's control, including data quality, user adoption, and integration with Client's systems.

6. Warranties and Disclaimers

6.1 Limited Warranty for Commissioned Services

For professional services and Deliverables commissioned under a SOW, Microve warrants that:

1. Services will be performed in a professional and workmanlike manner
2. Deliverables will conform materially to the specifications in the SOW
3. Microve has the right to grant the licenses and rights provided herein

6.2 Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

MICROVE DOES NOT WARRANT THAT:

• AI outputs will be accurate, complete, or error-free
• The AI tools will be free from bias or discrimination
• The AI tools will achieve specific enterprise outcomes
• The services will be uninterrupted, timely, secure, or error-free
• The results obtained from using the services will be reliable

CLIENT ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF AI TOOLS, INCLUDING THE RISK THAT OUTPUTS MAY BE INACCURATE, BIASED, INFRINGING, OR OTHERWISE INAPPROPRIATE.

7. Limitation of Liability

7.1 Limitation on Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Cap on Direct Damages

FOR PAID PROFESSIONAL ENGAGEMENTS, AND EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), MICROVE'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY CLIENT TO MICROVE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) THE AMOUNT PAID FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM.

7.2A Free Public Redaction App

TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO SECTION 7.3, THE FREE PUBLIC REDACTION APP IS USED ENTIRELY AT YOUR OWN RISK. MICROVE AND ITS OFFICERS, EMPLOYEES, AND CONTRACTORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE APP, ITS OUTPUTS, OR YOUR USE OF OR INABILITY TO USE IT, WHETHER A CLAIM IS BASED ON CONTRACT, TORT (INCLUDING ORDINARY NEGLIGENCE), OR ANOTHER LEGAL THEORY, EVEN IF ADVISED THAT SUCH LOSS WAS POSSIBLE.

THIS INCLUDES, TO THAT SAME LAWFUL EXTENT, MISSED OR INCORRECT REDACTIONS; INFORMATION LEFT IN AN OUTPUT; LOST WORK OR DATA; CORRUPTED FILES; UNAUTHORIZED ACCESS OR DISCLOSURE; LOST PROFITS, OPPORTUNITIES, OR REPUTATION; FILING OR COMPLIANCE ERRORS; PROVIDER FAILURES; USAGE LIMITS; SUSPENSION; AND DISCONTINUATION. YOU ARE RESPONSIBLE FOR DECIDING WHETHER THE FREE APP IS SUITABLE AND FOR REVIEWING AND USING ITS OUTPUTS.

IF A COURT DETERMINES THAT LIABILITY CANNOT BE EXCLUDED UNDER THE ABOVE PROVISIONS BUT MAY LAWFULLY BE CAPPED, THE TOTAL AGGREGATE LIABILITY OF MICROVE AND THOSE PERSONS FOR ALL CLAIMS ARISING FROM OR RELATED TO THE FREE PUBLIC REDACTION APP WILL NOT EXCEED US $100. THIS IS A FALLBACK LIMIT, NOT A PROMISE OF COMPENSATION, INSURANCE, OR REIMBURSEMENT. THESE PUBLIC-APP PROVISIONS DO NOT OVERRIDE A SEPARATELY PAID ENGAGEMENT GOVERNED BY A SIGNED AGREEMENT.

7.3 Exceptions and Non-waivable Rights

Nothing in these Terms excludes or limits liability for fraud, willful misconduct, gross negligence, or any liability or remedy that applicable law does not allow to be excluded or limited. Non-waivable consumer and privacy rights remain in effect. Where a particular exclusion or cap is not permitted, it applies only to the extent permitted by law.

For paid professional engagements, the limitations also do not apply to:

• Breach of confidentiality obligations
• Intellectual property infringement by Microve
• Death, bodily injury, or property damage
• Client's payment obligations

All exclusions and limitations in these Terms, including the AI-specific provisions below, are subject to this section and any controlling signed agreement.

7.4 AI-Specific Limitations

Microve is not liable for:

• Hallucinations or factually incorrect AI outputs
• Decisions made by Client based on AI outputs
• Claims arising from Client's misuse of AI tools
• Claims of bias, discrimination, or unfair outcomes resulting from AI use
• Losses arising from Client's failure to implement human review

8. Indemnification for Commissioned Engagements

This section applies to professional engagements under a SOW, subject to any signed agreement. It does not create an indemnification obligation merely from using the free public app.

8.1 Indemnification by Microve

Microve shall indemnify, defend, and hold harmless Client from and against third-party claims alleging that the Deliverables, as provided by Microve and unmodified by Client, infringe any valid U.S. patent, copyright, or trade secret right. This indemnification does not apply to claims arising from:

• Client's modification of the Deliverables
• Use of Deliverables in combination with non-Microve products or services
• Client Data or inputs provided by Client
• Microve's compliance with Client's specific instructions or designs
• Use of Deliverables outside the scope of the SOW

8.2 Indemnification by Client

Client shall indemnify, defend, and hold harmless Microve from and against any and all claims arising out of or related to:

• Client's use of AI outputs
• Client Data, including claims that it infringes third-party rights
• Claims of bias, discrimination, or unfair treatment resulting from AI-assisted decisions
• Client's failure to implement required human review
• Client's use of the Services in violation of applicable laws
• Claims arising from Client's modification of Deliverables

9. Confidentiality

Each party agrees to maintain the confidentiality of all proprietary or confidential information disclosed by the other party ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, technical data, trade secrets, know-how, research, product plans, software code, and Client Data.

Each party agrees to:

• Use Confidential Information only for purposes of fulfilling obligations under this Agreement
• Restrict disclosure of Confidential Information to personnel, contractors, advisors, and authorized service providers who need it for the agreed purpose and are subject to applicable confidentiality and data protection obligations
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

For public redaction use, the limited transmission of detection text to the providers identified in the Privacy Policy is part of the requested service. These Terms do not promise processing exclusively on your device or within your own organization.

10. Data Security and Privacy

Microve uses reasonable measures appropriate to the service, including encryption in transit, access controls for service infrastructure, and limited logging in the public redaction app. No system guarantees complete security.

Microve's privacy practices are described in our Privacy Policy. Where we act as a processor for a commissioned client engagement, the applicable data processing agreement governs our obligations, including requirements to:

• Process personal data only on documented instructions from Client
• Ensure persons authorized to process personal data are bound by confidentiality
• Implement appropriate technical and organizational security measures
• Not engage subprocessors without Client's prior authorization
• Assist Client in responding to data subject requests
• Delete or return all personal data upon termination
• Provide information necessary to demonstrate compliance

The public app uses the providers disclosed in the redaction privacy section. Using the app does not itself execute a data processing agreement, international-transfer contract, or HIPAA business associate agreement. Arrange any required agreement before submitting information.

11. Term and Termination

11.1 Term

This Agreement commences on the date Client first accesses our Site or engages our services and continues until terminated.

11.2 Termination for Convenience

Either party may terminate a specific SOW for convenience upon 30 days' written notice. Client remains liable for all fees incurred prior to termination.

11.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure within 15 days of written notice
• Becomes insolvent, files for bankruptcy, or ceases business operations

11.4 Effect of Termination

You may stop using the public app at any time. Public-app access and session handling follow section 2A; there is no stored document archive to return. For termination of a commissioned engagement, subject to any signed agreement:

• Client shall pay all outstanding fees for services performed and expenses incurred
• Microve shall return or destroy all Client Data within 30 days, except where retention is required by law
• Provisions that by their nature should survive termination shall survive, including confidentiality, IP ownership, warranty disclaimers, and limitations of liability

12. Governing Law and Dispute Resolution

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. If Delaware law is found inapplicable, the parties select Nevada law as the alternative governing law.

12.2 Jurisdiction

Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Delaware or Nevada. Each party consents to the personal jurisdiction of such courts.

12.3 Informal Resolution

Before initiating any formal legal proceeding, the parties agree to attempt in good faith to resolve any dispute through informal negotiation. Either party may request a meeting between executives with authority to settle the dispute.

12.4 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, CLIENT AGREES THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

13. General Provisions

13.1 Entire Agreement

These Terms and any applicable signed agreements describe the terms governing the relevant Services. A signed master services agreement, SOW, or data processing agreement controls over these website Terms to the extent of a conflict. Updating these pages does not amend a signed agreement. Our Privacy Policy explains how information is handled.

13.2 Amendments

We may update these Terms by posting a revised version and date, with additional notice or acceptance where required by law. Changes apply prospectively and do not override a signed agreement or non-waivable rights. Review the current redaction terms before a new use of the public app.

13.3 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

13.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.5 Assignment

Client may not assign this Agreement without Microve's prior written consent. Microve may assign this Agreement without restriction. Any attempted assignment in violation of this section shall be void.

13.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship.

13.7 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, or strikes.

13.8 Notices

All notices required under this Agreement shall be in writing and sent to the addresses set forth in the SOW or, for general notices, to support@microve.ai.

13.9 Electronic Communications

By using our Site and services, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

13.10 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. Contact Information