Terms of Use

1. Services and Customer Agreements

Counterpoint provides enterprise software and AI solutions for manufacturing, quality inspection, production operations, supply chain planning, and related business processes. Our offerings may include:

• OptiX: An integrated platform combining Counterpoint applications, data processing, AI agents, and workflow orchestration.
• OptiFactory: AI-powered visual inspection, process verification, production monitoring, and shop-floor management.
• OptiFlow: Demand forecasting, supply and capacity planning, production scheduling, and operational simulation.
• OptiSource: Strategic sourcing, material cost productivity, supplier risk management, and negotiation support.
• OptiStock: Inventory optimization, multi-echelon planning, warehouse management, and strategic network/logistics planning.

Collectively, these products, websites, demonstrations, APIs, documentation, and related offerings are the “Services.”

Access may be provided through a demonstration, evaluation, subscription, or enterprise deployment.

If you or your organization has a separately signed master services agreement, statement of work, order form, data processing agreement, or other written agreement with Counterpoint (a “Customer Agreement”), that agreement governs where it conflicts with these Terms. These Terms do not override negotiated commitments concerning security, confidentiality, service levels, intellectual property, fees, liability, or other matters addressed in a Customer Agreement.

2. Accounts and Access

Certain Services require an account or authorization from a customer administrator. You must provide accurate information, safeguard your credentials, and promptly report suspected unauthorized access.

You may use the Services only within the scope of your authorization and for lawful business purposes. You are responsible for managing your authorized users and ensuring that they comply with these Terms and any applicable Customer Agreement.

Counterpoint may suspend access when reasonably necessary to address security threats, unlawful activity, material violations, or risks to the Services or other customers. Where reasonably practicable, Counterpoint will provide notice and an opportunity to remedy the issue before suspension.

3. Customer Data and Privacy

3.1 Customer Data Ownership

“Customer Data” means information, files, records, images, videos, and other materials submitted to or processed through the Services on behalf of a customer or its authorized users.

Customer Data may include manufacturing records, production metrics, quality inspection images, supply chain information, inventory data, and information from connected enterprise systems.

As between Counterpoint and the customer, the customer retains its rights in Customer Data. Counterpoint does not claim ownership of Customer Data merely because it is processed through the Services.

3.2 Authorization to Process Data

You represent that you have the necessary rights, permissions, and legal authority to provide Customer Data and authorize its processing.

You authorize Counterpoint to process Customer Data as reasonably necessary to provide, secure, maintain, and support the Services and fulfill applicable contractual obligations. Counterpoint may use authorized service providers and subprocessors for these purposes, subject to applicable contractual and legal obligations.

You are responsible for providing required notices and obtaining necessary permissions for personal information, employee images, videos, and other information submitted to the Services.

3.3 Data Protection and Retention

Counterpoint will handle personal data in accordance with applicable law, its applicable Privacy Policy, and any executed data processing agreement.

Data security controls, retention periods, deletion procedures, data residency, and related commitments will be governed by the applicable Customer Agreement or data processing agreement where one exists.

3.4 Product Improvement and AI Training

Counterpoint may use aggregated or de-identified information to improve the performance, reliability, and functionality of the Services, provided the information does not identify a customer or individual and cannot reasonably be used to reconstruct confidential Customer Data.

Counterpoint will not use identifiable Customer Data to train general-purpose AI models or disclose it for third-party model training unless expressly authorized in writing by the customer.

4. AI Features and Operational Decisions

The Services may use artificial intelligence, machine learning, computer vision, optimization algorithms, and automated agents to generate predictions, classifications, forecasts, recommendations, schedules, reports, and other results (“Outputs”).

AI-generated Outputs may be inaccurate, incomplete, or unsuitable for particular circumstances. Counterpoint does not guarantee any particular business outcome, including improvements in quality, yield, productivity, inventory, cost, or delivery performance, unless expressly agreed in a Customer Agreement.

Unless otherwise expressly agreed in writing, the Services are decision-support and workflow tools. You are responsible for validating Outputs and determining whether they are appropriate before relying on them for production, quality acceptance, procurement, scheduling, shipment, safety-related operations, or other consequential decisions.

You are also responsible for configuring appropriate permissions, approvals, and safeguards for automated workflows and AI agents that interact with connected systems or initiate operational actions.

The Services do not replace required human oversight, professional judgment, safety procedures, or regulatory compliance obligations. Nothing in this section limits express performance commitments in a Customer Agreement.

5. Intellectual Property

Counterpoint and its licensors retain all rights, title, and interest in the Services, including software, source code, algorithms, AI models, agents, workflows, interfaces, documentation, designs, methods, and related intellectual property, together with improvements and derivative works, except as expressly agreed in writing.

Subject to these Terms and any applicable Customer Agreement, Counterpoint grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your authorized internal business purposes.

Customer Data remains subject to Section 3. Ownership and licensing of custom developments, deliverables, source code, integrations, and other work product are governed by the applicable Customer Agreement or statement of work.

You may not copy, modify, distribute, resell, sublicense, reverse engineer, or otherwise exploit the Services except as expressly permitted by these Terms, a Customer Agreement, or applicable law.

If you provide suggestions or feedback about the Services, Counterpoint may use and incorporate that feedback without compensation, provided this does not transfer ownership of your Customer Data or authorize disclosure of your confidential information.

Counterpoint's names, logos, product names, and related marks may not be used without permission, except as permitted by law.

6. Acceptable Use

You may not, and may not permit others to:

• Use the Services unlawfully or without appropriate authorization.
• Circumvent authentication, access controls, usage restrictions, or security measures.
• Introduce malicious code or interfere with the security, integrity, or availability of the Services.
• Attempt to access another customer's accounts or data without authorization.
• Reverse engineer, decompile, or attempt to derive source code, models, or proprietary algorithms, except where prohibited by applicable law.
• Resell, sublicense, or commercially exploit the Services without written authorization.
• Submit data that you are not authorized to provide or that violates another party's rights.
• Use automated workflows without appropriate authorization and safeguards.
• Use the Services in a manner that creates unreasonable risks to human safety, property, or critical operations without appropriate safeguards.

Counterpoint may investigate suspected violations and take reasonable measures to protect the Services, customers, and affected third parties.

7. Fees and Third-Party Services

Fees, subscription periods, payment terms, renewal provisions, and usage limits are governed by the applicable order form or Customer Agreement.

The Services may integrate with third-party cloud providers, enterprise applications, identity platforms, AI model providers, and other services. Your use of those services may be subject to separate terms. Counterpoint is not responsible for independent third-party services, except as expressly provided in a Customer Agreement or required by law.

You are responsible for authorizing access to connected customer systems and ensuring that such access is permitted.

8. Confidentiality

Confidentiality obligations are governed by any applicable nondisclosure agreement or Customer Agreement.

Where no separate confidentiality agreement applies, each party will use reasonable care to protect the other party's non-public information that is identified as confidential or reasonably understood to be confidential, and will use it only for purposes related to the Services. These obligations do not apply to information that is publicly available without breach, independently developed, already lawfully known, or lawfully received without a confidentiality obligation.

A party may disclose confidential information when legally required to do so, subject to advance notice where legally permitted and reasonably practicable.

9. Warranties and Disclaimers

Except for express warranties in an applicable Customer Agreement, the Services are provided “AS IS” and “AS AVAILABLE,” to the maximum extent permitted by law.

Counterpoint disclaims implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement, to the extent permitted by law.

Counterpoint does not warrant that the Services will be uninterrupted, error-free, or free from all security vulnerabilities, or that AI-generated Outputs will always be accurate or complete.

Nothing in these Terms excludes a warranty or remedy that cannot lawfully be excluded.

10. Limitation of Liability

Where an applicable Customer Agreement addresses liability, its provisions govern.

For use of the Services not governed by a Customer Agreement, and to the maximum extent permitted by law:

10.1 Excluded Damages. Neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost business opportunities, or loss of goodwill, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages.

10.2 Liability Cap. Except for liability that cannot lawfully be limited, neither party's aggregate liability arising out of or relating to these Terms will exceed the fees paid or payable by the customer to Counterpoint for the affected Services during the twelve (12) months preceding the event giving rise to the claim.

10.3 Mandatory Exceptions. Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law.

The limitations in this section apply only to the extent permitted by law and do not override any different allocation of liability expressly agreed in a Customer Agreement.

11. Indemnification

You are responsible for your use of the Services and the Customer Data you provide. To the extent permitted by law, you will indemnify Counterpoint against third-party claims and reasonable expenses to the extent arising from your unlawful use of the Services, your unauthorized provision of Customer Data, or your material violation of these Terms.

Any intellectual property infringement indemnity or other indemnification obligation owed by Counterpoint is governed by the applicable Customer Agreement.

A party seeking indemnification must provide reasonably prompt notice of the claim, reasonable cooperation, and control of the defense and settlement to the indemnifying party. No settlement may impose an admission of liability or an obligation on the indemnified party without its prior written consent.

12. Term, Suspension, and Termination

These Terms take effect when you accept them or first use a Service subject to them and continue while you use the applicable Services, unless terminated in accordance with these Terms or a Customer Agreement.

Either party may terminate access governed solely by these Terms for a material breach that remains uncured thirty (30) days after written notice, where the breach is capable of remedy. Counterpoint may suspend access as described in Section 2.

Upon termination, your authorization to use the affected Services ends. Data retrieval, retention, and deletion are governed by Section 3 and any applicable Customer Agreement. Provisions that by their nature should survive termination will remain in effect.

13. Changes to the Services and Terms

Counterpoint may modify or discontinue features of the Services from time to time, subject to any applicable Customer Agreement.

Counterpoint may update these Terms by publishing a revised version with an updated date. Material changes will be communicated through reasonable means where required by law or an applicable Customer Agreement. Changes will apply prospectively and will not retroactively alter accrued rights or obligations. Where affirmative acceptance is legally required, Counterpoint will obtain it.

14. Governing Law and Venue

These Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-law principles.

Subject to any applicable Customer Agreement, the state courts located in Mecklenburg County, North Carolina, and the federal courts located in the Western District of North Carolina will have exclusive jurisdiction over disputes arising out of or relating to these Terms. Each party consents to the jurisdiction of those courts.

Nothing in this section prevents either party from seeking temporary or injunctive relief from a court of competent jurisdiction where appropriate.

15. General Provisions

Electronic Communications. You consent to receive notices relating to the Services electronically where permitted by law.

Assignment. You may not assign these Terms without Counterpoint's prior written consent, except as permitted by an applicable Customer Agreement or law. Counterpoint may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all relevant assets, subject to applicable law and contractual restrictions.

Force Majeure. Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control. This provision does not excuse payment obligations for Services already provided.

Severability and Waiver. If any provision is unenforceable, the remaining provisions will remain in effect. A failure to enforce a provision is not a waiver of the right to enforce it later.

Entire Agreement. These Terms, together with applicable Customer Agreements and incorporated supplemental terms, govern use of the Services, subject to the priority rules in Section 1.

No Third-Party Beneficiaries. Except as expressly stated in an applicable Customer Agreement, these Terms do not create rights in any third party.

16. Contact

Counterpoint Labs Inc.

• Website: counterpointlabs.ai
• Email: info@counterpointlabs.ai
• Address: 6135 Park South Dr, Ste 508, Charlotte, NC 28210

Copyright Notices. If you believe material made available through the Services infringes your copyright, contact info@counterpointlabs.ai with information identifying the copyrighted work, the allegedly infringing material, and your contact information. Counterpoint will respond in accordance with applicable law.