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Software as a Service Agreement

Last updated: December 2024

1. Agreement Overview

This Software as a Service Agreement ("Agreement") is entered into between Hudo.AI ("Provider") and the entity or individual agreeing to these terms ("Customer"). This Agreement governs Customer's access to and use of the Hudo.AI platform and related services.

2. Definitions

  • "Service" means the Hudo.AI platform, including all features, functionalities, and related documentation.
  • "Subscription Term" means the period during which Customer has access to the Service.
  • "User" means any individual authorized by Customer to use the Service.
  • "Customer Data" means all data, content, and information submitted by Customer to the Service.

3. Service Access and Use

3.1 Grant of Access

Subject to the terms of this Agreement, Provider grants Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Term for Customer's internal business purposes.

3.2 User Accounts

Customer is responsible for maintaining the confidentiality of User credentials and for all activities that occur under Customer's account. Customer shall promptly notify Provider of any unauthorized use.

3.3 Restrictions

Customer shall not:

  • License, sublicense, sell, or transfer the Service to any third party
  • Modify, create derivative works, disassemble, or reverse engineer the Service
  • Access the Service to build a competitive product or service
  • Use the Service to transmit harmful code or content
  • Exceed any usage limits specified in the applicable subscription plan

4. Customer Data

4.1 Ownership

Customer retains all rights, title, and interest in and to Customer Data. Provider acquires no rights to Customer Data except as expressly stated in this Agreement.

4.2 License to Customer Data

Customer grants Provider a limited license to process Customer Data solely as necessary to provide the Service and to improve Provider's AI models, subject to the Privacy Policy.

4.3 Data Security

Provider shall implement and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized access, loss, or alteration.

5. Fees and Payment

5.1 Subscription Fees

Customer shall pay all fees specified in the applicable subscription plan. Fees are due in advance and are non-refundable except as expressly stated in this Agreement.

5.2 Payment Terms

Unless otherwise specified, all fees are due within 30 days of the invoice date. Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law.

5.3 Taxes

All fees are exclusive of taxes. Customer is responsible for paying all applicable taxes, excluding taxes based on Provider's income.

6. Service Level Agreement

6.1 Uptime Commitment

Provider commits to maintaining 99.9% uptime for the Service, measured on a monthly basis. This excludes scheduled maintenance and circumstances beyond Provider's reasonable control.

6.2 Support

Provider shall provide technical support during business hours via email and in-app chat. Premium support options may be available under separate agreement.

7. Intellectual Property

7.1 Provider IP

Provider retains all rights, title, and interest in and to the Service, including all intellectual property rights therein. No rights are granted to Customer except as expressly set forth in this Agreement.

7.2 Feedback

If Customer provides suggestions, ideas, or feedback regarding the Service, Provider may use such feedback without restriction or obligation to Customer.

8. Confidentiality

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not be disclosed to third parties except as necessary to perform this Agreement.

9. Warranties and Disclaimers

9.1 Provider Warranties

Provider warrants that:

  • The Service will perform materially in accordance with the documentation
  • Provider has the right to grant the licenses contained in this Agreement
  • The Service will be provided in a professional and workmanlike manner

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

11. Term and Termination

11.1 Term

This Agreement commences on the date Customer first accesses the Service and continues until the end of the Subscription Term, unless earlier terminated.

11.2 Termination for Cause

Either party may terminate this Agreement for material breach if such breach remains uncured for 30 days after written notice.

11.3 Effect of Termination

Upon termination, Customer's access to the Service will cease. Customer may request export of Customer Data within 30 days of termination.

12. General Provisions

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Provider operates.

12.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements.

12.3 Amendments

Provider may modify this Agreement by providing notice to Customer. Continued use of the Service after such modifications constitutes acceptance of the updated Agreement.

13. Contact

For questions regarding this Agreement, please contact:

Email: legal@hudo.ai