Terms & Conditions
Terms and conditions governing the relationship between Made and its clients in Chile, Mexico, and the United States.
Last updated: May 2026
This document governs the contractual relationship
between Made and the customer using services
under the MadeOS brand. By signing an Order
Form or using the Services, the customer agrees to be legally
bound by these terms in their entirety.
01Contracting Entity and Applicable Jurisdiction
Throughout this Agreement, "Made" refers to the legal entity identified in the Order Form applicable to the Customer's jurisdiction. The applicable governing law and forum for dispute resolution are as specified in the Customer's Order Form. A complete list of Made's contracting entities by jurisdiction is available at madeos.ai/legal/entities or upon request at legal@madeos.ai.
02Description of Services
SaaS - MadeOS: Access to the Industrial
OS platform, Industrial Agent, and automated workflows.
Non-exclusive, non-transferable, revocable license
for the term of the agreement.
HaaS - Edge AI Compute Units: Edge
computing units physically installed at the Customer's
facilities for low-latency local processing. Delivered
as an equipment lease, not a sale.
Implementation (Setup): One-time
technical integration: connection to industrial protocols
(OPC UA), camera configuration, and initial Digital
Twin mapping of the production line.
API Access: Programmatic access
to MadeOS endpoints via REST API. Self-installable.
No hardware required. Subject to rate limits and
usage quotas specified in the Order Form or API
documentation. Customer is solely responsible for
securing API credentials and for all activity conducted
under their API keys.
Messaging Channels (WhatsApp / SMS):
Delivery of Industrial Agent alerts, prescriptions,
and conversational interactions via third-party messaging
platforms (including WhatsApp and SMS). This feature
requires the Customer to obtain explicit consent
from end-users (employees) prior to enrollment. Made
is not responsible for the availability, latency,
or data practices of third-party messaging providers
(including Meta Platforms). Conversation history
processed via these channels may be stored on third-party
infrastructure outside the Customer's jurisdiction.
03Hardware: Lease, Ownership and Return
This section applies exclusively to customers who have subscribed to the HaaS (Hardware as a Service) component. Customers subscribing only to SaaS or API Access are not subject to the hardware provisions below.
3.1 Exclusive Ownership: Installed
devices are and shall remain the exclusive property
of Made. This Agreement does not constitute a transfer
of title or promise of sale.
3.2 Risk and Duty of Care: From installation,
the Customer assumes risk of loss, theft, or damage
to the Hardware, including force majeure. Incidents
must be reported within 24 hours.
3.3 Return: Upon termination, the
Customer shall facilitate Hardware removal within
ten (10) business days. Failure
to comply results in billing for the replacement
value.
3.4 Lifespan: Hardware lifespan estimates
are reference projections, not guarantees of durability.
3.5 Maintenance and Replacement: Made may, at its discretion, repair or replace Hardware
that becomes defective due to normal wear and tear.
Customer shall provide reasonable access to facilities,
power, network connectivity, and safety conditions
for diagnosis and removal.
3.6 Site Conditions: Customer is
responsible for maintaining reasonable environmental
and electrical conditions (stable power, connectivity,
physical access controls). Failure to do so may affect
performance and availability without liability to
Made.
04Artificial Intelligence: Nature and Responsibility
4.1 Human-in-the-Loop: MadeOS is
a probabilistic decision-support system. Its alerts,
SOPs, and predictions must be validated by qualified
Customer personnel before execution on the production
line. It does not replace human technical judgment.
4.2 Operator Responsibility: The
Customer is solely responsible for operational decisions
made based on system outputs.
4.3 No Labor Surveillance: It is
strictly prohibited to use MadeOS for monitoring individual
labor performance or personal employee surveillance.
05Fees and Payment Terms
5.1 Integration Fee: One-time charge
invoiced upon signature of the Order Form.
5.2 Monthly Subscription: Invoiced
monthly in advance as set forth in the Order Form.
5.3 Payment Terms: Payment due within
thirty (30) calendar days of invoice.
All amounts are net plus applicable tax (VAT, GST,
or equivalent).
5.4 Late Payment: Entitles Made to
suspend service (with 5 days' notice) and/or charge
late interest at the maximum legal rate.
5.5 Fee Adjustments: Minimum thirty (30) calendar days' advance notice. Customer may terminate without penalty
if they reject the adjustment.
06Term, Pilot Period and Renewal
6.1 Pilot Phase: Service begins with
a pilot period of the duration in the Order Form,
from successful Hardware installation.
6.2 Automatic Conversion: If the
Customer does not give written notice of discontinuation
at least thirty (30) calendar days before the pilot ends, the Agreement automatically
converts to a twelve (12) month fixed
term, renewable annually.
6.3 Early Termination: Results in
billing for remaining subscription fees in the current
period, plus Hardware replacement value if not returned
on time.
07Intellectual Property
MadeOS, its algorithms, AI models (including those derived from training on Customer data in anonymized format), interfaces, and documentation are the exclusive property of Made. The Customer retains ownership of its proprietary operational data and trade secrets.
08Warranties and Service Levels (SLA)
8.1 Availability: Made commits to
99.5% monthly SaaS platform availability,
excluding scheduled maintenance (notified 48 h in
advance) and force majeure.
8.2 Support: Remote technical support
during business hours as established in the Order
Form.
8.3 No Implied Warranties: The service
is provided "as is." Made does not warrant specific
production results, savings, or OEE improvement.
8.4 Exclusive Remedy: Unless the
Order Form specifies service credits or another specific
remedy, the Customer's sole and exclusive remedy for
an SLA breach shall be (i) reasonable re-performance
of the affected Service or (ii) if re-performance
is not feasible, a pro-rated refund of the unused
portion of the subscription for the affected month,
at Made's option.
09Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
MADE SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS
OF PRODUCTION, BUSINESS INTERRUPTION, LOSS OF DATA,
OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR
PUNITIVE DAMAGES.
9.1 Liability Cap: Made's total liability
shall not exceed the fees paid by the Customer in
the twelve (12) months preceding
the event giving rise to the claim.
9.2 Exceptions: The liability limits
do not apply in cases of fraud or proven gross negligence
under applicable law. In addition, (a) each Party's
confidentiality obligations and (b) Made's IP infringement
indemnity (Clause 14.2) shall be subject to a separate
cap equal to two (2) times the fees paid by the Customer
in the twelve (12) months preceding the event. The
limits do not apply to the Customer's payment obligations
or damages caused by prohibited use of the Services.
10Confidentiality
Both parties shall maintain the confidentiality of the other party's technical, commercial, and operational information during the Agreement and for three (3) years after its termination. For trade secrets and know-how that qualify as trade secrets under applicable law, confidentiality obligations will survive for as long as such information remains confidential.
11Modifications to Terms
Made will notify changes with at least thirty (30) days' advance notice via email or notice on madeos.ai/legal. Continued use of the service implies acceptance. Rejection allows termination without penalty within the notice period.
12General Provisions
12.1 Entire Agreement: These Terms,
the Privacy Notice, and the signed Order Form constitute
the entire agreement. The Order Form prevails in case
of conflict.
12.2 Severability: An invalid clause
does not affect the rest of the Agreement.
12.3 Waiver: Failure to enforce a
right does not imply future waiver of that right.
12.4 Assignment: The Customer may
not assign its rights without Made's prior written
consent.
13Acceptable Use, Prohibited Conduct and Suspension
13.1 Acceptable Use: Customer shall
use MadeOS only for lawful industrial purposes and
in accordance with the Order Form.
13.2 Prohibited Uses: Customer shall
not: (a) use the Services for individual labor surveillance,
discipline, or personal employee monitoring; (b) attempt
biometric identification of persons or use facial
recognition for identification; (c) use the Services
in illegal or unsafe activities that endanger people;
(d) interfere with, breach, decompile, reverse engineer,
extract models, or circumvent security measures; (e)
upload malware or attempt unauthorized access; (f)
use the Services to develop or train third-party AI
models beyond what is permitted in the Privacy Notice;
(g) infringe third-party rights.
13.3 Suspension: Made may immediately
suspend access if (i) it detects prohibited use or
(ii) there is a material risk to safety, privacy,
or physical harm. For payment delinquency, Clause
5.4 applies. Made will use reasonable efforts to notify
and allow cure when feasible without increasing risk.
14Indemnification
14.1 Customer Indemnity: Customer
shall indemnify, defend, and hold harmless Made, its
affiliates, directors, employees, and vendors from
third-party claims arising out of: (a) Customer's
use in breach of these Terms, the Privacy Notice,
or applicable law; (b) Customer's labor-law and consent
obligations; (c) Customer-provided data, content,
or configurations; (d) Customer access or instructions
that cause operational harm.
14.2 Made Indemnity (Third-Party IP): Made will defend Customer against third-party claims
alleging the MadeOS software infringes intellectual
property rights and will pay finally awarded damages,
provided Customer (i) promptly notifies Made, (ii)
allows Made to control the defense, and (iii) reasonably
cooperates. Excludes: (a) unauthorized use, (b) combination
with non-Made systems, (c) Customer configurations,
(d) open-source or third-party components governed
by their licenses. If a claim prevents use, Made may,
at its option, (i) obtain the right to use, (ii) modify
to be non-infringing, or (iii) terminate and refund
the unused portion of the then-current subscription
term.
15Data, DPA and Subprocessors
15.1 Customer Data: Customer retains
title to its operational data and trade secrets. Made
does not obtain ownership of Customer raw data.
15.2 DPA: Where Made processes personal
data on Customer's behalf, a Data Processing Addendum
(DPA) is incorporated by reference. If there is a
conflict between these Terms and the DPA regarding
personal data, the DPA controls. The DPA is published
at madeos.ai/legal/dpa and incorporated by reference into this Agreement.
Customers may also request a copy at privacy@madeos.ai.
15.3 Subprocessors: Made may use
subprocessors (for example, cloud providers) subject
to equivalent confidentiality and security obligations.
Upon reasonable request, Made will make the current
subprocessor list available.
16Security, Breaches and No Full Detection Warranty
16.1 Security: Made implements reasonable
technical and organizational measures consistent with
industry practices (encryption in transit and at rest,
access controls, monitoring).
16.2 Incidents: In the event of a
breach affecting personal data processed by Made as
a processor, Made will notify Customer without undue
delay and, where applicable, within 72 hours of detection.
16.3 No Full Detection Warranty: Customer acknowledges MadeOS is probabilistic. Made
does not warrant detection of all defects, anomalies,
micro-stoppages, or failures, nor uninterrupted continuity
of Customer's industrial operations.
17Regulatory Compliance, Export Controls and Sanctions
17.1 General Compliance: Each Party
will comply with applicable laws (labor, privacy,
anti-corruption).
17.2 Export Controls and Sanctions: Customer represents it is not located in an embargoed
country nor subject to sanctions, and will not permit
use of the Services or Hardware in violation of U.S.
export control and economic sanctions laws (including
OFAC, EAR) or other applicable laws. Customer will
not use the Services for prohibited end uses.
17.3 Anti-Corruption: Customer will
not offer improper payments to obtain advantages related
to the Services. Made may suspend or terminate for
breach.
18Force Majeure and Third-Party Dependencies
18.1 Force Majeure: Neither Party
is liable for failures caused by events beyond reasonable
control (including natural disasters, power outages,
internet disruptions, governmental actions, strikes).
18.2 Third-Party Dependencies: The
Services may depend on networks, Customer infrastructure,
and third-party services. Made is not liable for degradations
caused by failures outside its reasonable control.
19Third-Party Services, Open Source, Feedback and Assignment
19.1 Third-Party Services and Open Source: The Services may include third-party or open-source
components governed by their licenses. Such components
are provided under their terms and do not expand Made's
warranties.
19.2 Feedback: Customer grants Made
a worldwide, perpetual, irrevocable, royalty-free
license to use Customer feedback to improve the Services,
with no obligation to compensate.
19.3 Assignment: Made may assign
this Agreement to an affiliate or in connection with
a merger, acquisition, or asset sale. Customer may
not assign without Made's prior written consent.
19.4 Venue for USA: For Customers
contracting with R3D Tech LLC, the Parties consent
to the exclusive jurisdiction of state or federal
courts located in Wilmington, Delaware, and waive
objections to jurisdiction or venue.
20API Access Terms
20.1 Scope: This section governs
Customers who access MadeOS programmatically via
the REST API, whether or not they also subscribe
to HaaS.
20.2 Acceptable Use: Customer shall
use the API only for lawful integration with Customer's
own internal industrial systems. Re-export, resale,
or sublicensing of API access to third parties is
strictly prohibited.
20.3 Credential Security: Customer
is responsible for maintaining the confidentiality
of API keys and credentials. Customer must notify
Made immediately at security@madeos.ai upon any suspected unauthorized use.
20.4 Rate Limits: API usage is
subject to rate limits and quotas specified in the
Order Form or API documentation. Made may throttle
or temporarily suspend API access if usage exceeds
agreed limits, with prior notice when feasible.
20.5 Versioning and Deprecation:
Made will provide at least thirty (30) calendar days' advance written notice before deprecating any API
endpoint or introducing breaking changes. Non-breaking
changes (additive fields, new optional parameters)
may be deployed without notice.
20.6 SLA for API: The 99.5% availability
commitment in Clause 8.1 applies to the MadeOS API
endpoints listed in the Order Form.
// Legal Contact
Inquiries regarding these Terms: legal@madeos.ai