Terms of Use

Last Updated: December 2025

These Terms of Use ("Terms") govern your access to and use of the services, software, websites, and applications made available by Monarch Works Corp. ("Monarch Works", "Monarch", "we", "us", or "our"), including the Create Platform and related offerings (collectively, the "Services"). By creating an account, accessing, clicking "I Agree" (or similar), or using the Services, you ("Subscriber", "Customer", or "you") agree to be bound by these Terms. If you do not agree, do not use the Services.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THESE TERMS ARE A CONTRACT BETWEEN YOU AND US AND GOVERN YOUR USE OR ACCESS TO OUR PLATFORM AND OUR SERVICES.

Order of precedence. These Terms apply in conjunction with, and incorporate by reference, (i) any Subscription Agreement, Order Form, Statement of Work, or other written purchase document executed between you and Monarch (collectively, a "Subscription Agreement"), (ii) the applicable product or service description in Exhibit A (if any), and (iii) Monarch's Privacy Policy (as posted on the website). If there is a conflict, the Subscription Agreement controls, then Exhibit A, then these Terms, then any posted policies.

Self-serve vs. custom agreements. If you use the Services through a separately executed Subscription Agreement, the commercial terms (fees, term, support levels, service levels, and any customer-specific terms) are governed by that Subscription Agreement. These Terms contain universal terms that apply to all users (Customers) of the Services.

1. Definitions

  1. "Account" means an account registered to you and/or your Authorized Users for access to the Services.
  2. "Authorized Users" means your employees, contractors, consultants, and agents who are expressly authorized by you to access and use the Services under the rights granted to you, and for whom access has been purchased or otherwise provisioned.
  3. "Create Platform" or "Platform" means Monarch's proprietary platform-as-a-service (PaaS) development environment, including the proprietary development language, runtime, frameworks, components, configuration layers, and tooling.
  4. "Customer Content" means information, data, content, materials, and other inputs submitted, uploaded, transmitted, or otherwise made available by you or on your behalf through the Services, including requirements, specifications, text, images, configurations, prompts, templates, and other materials.
  5. "Documentation" means Monarch's user manuals, handbooks, guides, training materials, and other supporting materials relating to the Services.
  6. "Feedback" means suggestions, comments, or other feedback you or Authorized Users provide regarding the Services.
  7. "Inputs" means prompts, instructions, configurations, and other inputs provided by you or your Authorized Users to the Services.
  8. "Outputs" means outputs generated and returned by the Services based on Inputs.
  9. "Usage Data" means anonymized and aggregated data about how the Services are accessed and used (e.g., feature usage, performance metrics), which is not reasonably linkable to you or your confidential information.

2. Services; Subscription Services

  1. Service description. Monarch provides a digital platform-as-a-service (PaaS) solution enabling Customers to design, build, test, modify, and deploy software applications through the Create Platform. The specific services available to you are described in your Subscription Agreement and/or Exhibit A.
  2. Subscription Services. The "Subscription Services" consist of access to the Create Platform on a subscription basis solely for the uses and purposes described in Exhibit A (if applicable) and/or the Subscription Agreement.
  3. Professional Services. If and only if included in a Subscription Agreement, Order Form, or Statement of Work, Monarch may provide professional services such as requirements gathering, project management, UX/UI design, configuration, integration, testing, deployment, and training (collectively, "Professional Services"). Professional Services are not included by default under these Terms.

3. Acceptance; Eligibility; Account Registration

  1. Acceptance. By accessing or using the Services, you accept these Terms as a binding contract (for yourself and any entity you represent) and represent that you are of legal age and have authority to bind the entity.
  2. Accounts. You may be required to create an Account. You are responsible for all activities that occur under your Account(s), including activities of Authorized Users. You must keep Account credentials confidential and promptly notify Monarch of any unauthorized access.
  3. Authorized Users. You are responsible for ensuring Authorized Users comply with these Terms and any Subscription Agreement, and you are liable for their acts and omissions.

4. License Grant; Use Restrictions

  1. License grant. Subject to your compliance with these Terms and any applicable Subscription Agreement, Monarch grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and Documentation solely for your internal business purposes, during the applicable term.
  2. Restrictions. You will not, and will not permit any third party to:
    1. copy, reproduce, modify, translate, or create derivative works of the Services or Documentation (except as permitted through normal use of the Services);
    2. reverse engineer, decompile, disassemble, decode, or attempt to derive source code, algorithms, or underlying structure of the Services;
    3. use the Services to develop or provide a competing product or service, including to train competing AI/ML models, except as expressly approved by Monarch in writing;
    4. make the Services available to anyone other than Authorized Users;
    5. rent, lease, sell, resell, sublicense, assign, distribute, or otherwise commercially exploit the Services;
    6. benchmark or publish performance testing results of the Services without Monarch's prior written consent;
    7. interfere with or disrupt the integrity or performance of the Services, including by introducing malware or conducting unauthorized security testing;
    8. access the Services for unlawful, harmful, or abusive purposes, including violating privacy or consumer-protection laws.

5. Customer Responsibilities; Compliance

  1. Compliance. You are responsible for compliance with all laws applicable to your use of the Services, including obtaining any required consents from end users and complying with marketing and messaging laws (e.g., TCPA, CAN-SPAM) if you use the Services to send emails or texts.
  2. No PHI / regulated data unless agreed. You will not submit, store, or process protected health information ("PHI") or other regulated data through the Services unless expressly authorized in a Subscription Agreement and, where required, a business associate agreement (BAA) or other applicable addendum is executed. You will not submit Social Security numbers, payment card data, bank account numbers, government ID numbers, or other highly sensitive personal data unless expressly authorized in writing by Monarch.

6. Customer Content; Data Rights; AI/Model Use

  1. Ownership. As between the parties, you retain all right, title, and interest in and to Customer Content. Monarch retains all right, title, and interest in and to the Services, the Platform, Documentation, and all Monarch intellectual property, including all improvements, enhancements, modifications, and derivative works.
  2. License to provide Services. You grant Monarch a non-exclusive, worldwide, royalty-free, fully paid license to host, copy, process, transmit, display, and otherwise use Customer Content solely as necessary to provide, maintain, and secure the Services and perform its obligations under the Agreement.
  3. Outputs. To the fullest extent permitted by law, you own Outputs generated for you based on your Inputs, subject to Monarch's ownership of and rights in the Services and underlying Platform. Outputs may be similar or identical to outputs generated for other customers.
  4. Usage Data. Monarch may collect and use Usage Data for operational, analytical, security, and service-improvement purposes. Usage Data will be anonymized and aggregated and not reasonably linkable to you or your confidential information.
  5. Model training. Monarch will not use Customer Content (excluding Usage Data) to train or fine-tune Monarch's or third-party models unless you affirmatively opt in through the Services or a written agreement. If you opt in, Monarch may use Customer Content for model improvement consistent with the terms of the opt-in and applicable law.
  6. Your responsibilities for Inputs/Outputs. You are responsible for reviewing and validating Inputs and Outputs, including for accuracy, compliance, and fitness for your use case, before relying on them in production or providing them to end users.
  7. Feedback. Upon request by Monarch, you and Authorized Users will report to Monarch, and reasonably assist Monarch in connection with correcting any errors, problems, or defects in the Services you discover. If you or any Authorized Users send or transmit any communications or materials to Monarch suggesting or recommending changes to the Monarch IP, including new features or functionality relating thereto, or any comments, questions, suggestions, or similar feedback (collectively, "Feedback"), Monarch is free to use such Feedback irrespective of any other obligation or limitation governing such Feedback. You hereby assign to Monarch all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. Monarch is not required to use any Feedback. All such Feedback is deemed to be Monarch's Confidential Information.

7. Security; Privacy; Data Processing

  1. Privacy Policy. Your use of the Services is subject to Monarch's Privacy Policy.
  2. Security. Monarch will use commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content. However, the Internet is not fully secure and Monarch does not guarantee absolute security.
  3. Data Processing Addendum. If you process personal data through the Services that is subject to applicable privacy laws, you may be required to execute Monarch's data processing addendum (DPA). You are responsible for providing any required notices and obtaining any required consents from end users.

8. Suspension; Availability; Changes

  1. Suspension. Monarch may suspend access to the Services immediately if it reasonably determines that (i) there is a security threat or attack; (ii) your use disrupts or poses a risk to the Services or other customers; (iii) you are using the Services for unlawful or fraudulent activities; (iv) you materially breach these Terms; or (v) you become subject to insolvency proceedings.
  2. Availability and modifications. The Services may change over time and Monarch may modify, discontinue, or add features. Unless expressly stated in a Subscription Agreement, Monarch does not guarantee availability, uptime, or error-free operation.

9. Fees; Billing

Fees, usage limits, and billing terms are governed by your Subscription Agreement or, for self-serve plans, the pricing presented at checkout. Except as required by law or expressly stated in the applicable order, fees are non-refundable.

10. Confidentiality

  1. Confidential Information. Each party may disclose Confidential Information to the other. "Confidential Information" means non-public information that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information excludes information that is public through no breach, already known, independently developed, or rightfully received from a third party.
  2. Obligations. The receiving party will use Confidential Information only to perform or receive the Services and will protect it using at least reasonable care and no less than it uses to protect its own similar information. The receiving party may disclose Confidential Information to its employees and contractors with a need to know who are bound by confidentiality obligations.
  3. Compelled disclosure. If required by law to disclose Confidential Information, the receiving party will (to the extent legally permitted) provide prompt notice and reasonably cooperate with efforts to limit disclosure.
  4. Injunctive relief. Unauthorized use or disclosure of Confidential Information may cause irreparable harm, and the disclosing party may seek equitable relief in addition to other remedies.

11. Intellectual Property; Feedback

  1. Monarch IP. Monarch owns all right, title, and interest in and to the Services, Platform, Documentation, and all related intellectual property and technology, including improvements and derivatives.
  2. Feedback. You grant Monarch a perpetual, irrevocable, worldwide, royalty-free, fully paid right to use and incorporate Feedback into the Services without restriction or compensation. Feedback is not Confidential Information of yours, but Confidential Information of Monarch.

12. Indemnification

12.1 Monarch Indemnification

Monarch Works shall indemnify, defend, and hold harmless Customer from and against any damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") finally awarded against Customer arising from any third-party claim, action, or proceeding ("Third-Party Claim") alleging that the unmodified Subscription Services, as provided by Monarch and used in accordance with this Agreement, directly infringe or misappropriate such third party's valid U.S. patent, copyright, or trade secret.

12.2 Conditions

Monarch's indemnification obligations are conditioned upon Customer:

  1. Promptly notifying Monarch in writing of the Third-Party Claim (provided that failure to give prompt notice will only relieve Monarch of its obligations to the extent materially prejudiced);
  2. Providing reasonable cooperation in the defense and settlement of the claim; and
  3. Granting Monarch sole control over the defense and settlement of the Third-Party Claim (except that Monarch may not settle any claim that admits liability or imposes non-monetary obligations on Customer without Customer's prior written consent, not to be unreasonably withheld).

If a Third-Party Claim is made or, in Monarch's reasonable opinion, is likely to be made, Monarch may, at its sole discretion and expense:

  1. Modify or replace the affected portion of the Services to make them non-infringing;
  2. Obtain the right for Customer to continue using the Services; or
  3. If neither (a) nor (b) is commercially reasonable, terminate the affected Services upon written notice and provide a pro rata refund of prepaid, unused fees for the terminated portion.

12.3 Exclusions from Monarch Indemnification

Monarch shall have no indemnification obligation for any Third-Party Claim arising out of or relating to:

  1. Customer Content, Inputs, or Outputs (including any allegation that Outputs infringe third-party rights);
  2. Use of the Services in combination with data, software, hardware, systems, or services not provided or expressly authorized in writing by Monarch;
  3. Modifications or adaptations of the Services not made by Monarch;
  4. Failure to use the most current version of the Services if the claim would have been avoided by such use;
  5. Use of the Services outside the scope permitted by this Agreement or applicable documentation;
  6. Compliance with Customer specifications, instructions, workflows, prompts, or configurations;
  7. Customer's opt-in use of data for model training, if applicable;
  8. Any claims arising from regulated data, including PHI, submitted in violation of this Agreement.

12.4 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Monarch Works, its affiliates, officers, directors, employees, contractors, agents, successors, and assigns from and against any and all Losses arising out of or relating to any Third-Party Claim resulting from or alleging:

  1. Customer Content, Inputs, Outputs, or end-user data, including any claim that such materials infringe, misappropriate, or violate intellectual property, privacy, publicity, or other rights;
  2. Customer's or Authorized Users' use of the Services, including any products, applications, or services built, deployed, or operated using the Platform;
  3. Violation of law, regulation, or industry rules by Customer or its Authorized Users, including but not limited to data protection laws, consumer protection laws, TCPA, CAN-SPAM, or marketing regulations;
  4. Use of the Services in a manner not authorized by this Agreement or applicable documentation;
  5. Combination of the Services with third-party products, services, or data not expressly approved by Monarch;
  6. Customer's negligence, gross negligence, or willful misconduct;
  7. Claims brought by Customer's end users, consumers, patients, members, or clients, including claims relating to accuracy, reliance, fitness for purpose, or alleged harm arising from Outputs or applications built on the Platform.

Customer may not settle any Third-Party Claim in a manner that imposes liability or obligations on Monarch without Monarch's prior written consent. Monarch may, at its option, participate in or assume the defense of any such claim with counsel of its choosing.

12.5 Sole Remedy

THIS SECTION SETS FORTH CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND MONARCH'S ENTIRE LIABILITY, WITH RESPECT TO ANY ACTUAL, THREATENED, OR ALLEGED THIRD-PARTY CLAIM THAT THE SERVICES INFRINGE OR MISAPPROPRIATE INTELLECTUAL PROPERTY RIGHTS.

13. Publicity

Subject to your prior consent, Monarch may use your name, logo, and trademarks in publicity, including, but not limited to, displaying your name, logo, or trademark on Monarch's website and marketing materials. Additionally, you agree to consider in good faith participating in a written case study at Monarch's request, detailing the collaboration and outcomes of the project, subject to mutual agreement on the content and timeline.

14. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, MONARCH DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MONARCH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT OUTPUTS WILL BE ACCURATE OR COMPLETE.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MONARCH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICES. MONARCH'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO MONARCH FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16. Termination; Data Export

  1. Termination. Termination rights and effects are governed by the applicable Subscription Agreement. Monarch may suspend or terminate access as provided in Section 8.
  2. Data export. Upon termination and written request within thirty (30) days, Monarch will make available an export of Customer Content in a standard format, subject to Monarch's then-current export procedures and applicable fees. Exports exclude Platform configurations, proprietary workflows, and platform architecture. Monarch may delete Customer Content after the export window, subject to legal retention obligations and backup retention practices.

17. Changes to These Terms

Monarch may update these Terms by posting an updated version on the Site or within the Services. Changes are effective as of the "Last Updated" date. If Monarch determines a change materially reduces your rights, Monarch will provide at least thirty (30) days' notice (unless the change is required by law or addresses security or abuse). Continued use after the effective date constitutes acceptance.

18. Governing Law; Arbitration; Class Action Waiver

  1. Governing law. These Terms are governed by the laws of the State of California, excluding conflict-of-law rules.
  2. Informal resolution. The parties will attempt in good faith to resolve any dispute within thirty (30) days after written notice of the dispute.
  3. Arbitration. If not resolved through good-faith discussions, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall take place in California, in Los Angeles County, unless the parties mutually agree to a different location. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent or remedy actual or threatened misuse of intellectual property or breach of confidentiality, without waiving the right to arbitrate any other claims.
  4. Opt-out. You may opt out of this arbitration provision by sending written notice to legal@monarchworks.ai within thirty (30) days after you first accept these Terms. If you opt out, disputes will be resolved exclusively in the state or federal courts located in Maryland, and you consent to personal jurisdiction there.
  5. Class action waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND MONARCH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

19. Miscellaneous

  1. Assignment. You may not assign these Terms without Monarch's prior written consent. Monarch may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets.
  2. Subcontractors. Monarch may use subcontractors and service providers (including hosting providers) to deliver the Services.
  3. Force majeure. Neither party is liable for delays or failures due to events beyond reasonable control (excluding payment obligations for amounts due).
  4. Severability. If any provision is unenforceable, the remainder will remain in effect.
  5. Waiver. Failure to enforce a provision is not a waiver.
  6. Entire agreement. These Terms, together with any Subscription Agreement, Exhibit A, Order Forms, and referenced policies, are the entire agreement regarding the Services.

20. Contact Information

Monarch Works Corp.
Email: support@monarchworks.ai (support)
Email: legal@monarchworks.ai (legal notices)