The Terms & conditions were last updated on February 13, 2025
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS. THIS AGREEMENT HAS A BINDING ARBITRATION PROVISION AND JURY TRIAL AND CLASS ACTION WAIVER PROVISIONS IN SECTION 17 BELOW.
This Hence Global Platform Subscription Services Agreement (these “Terms“) governs your access to and use of Hence’s subscription products and services (the “Services,” defined below). These Terms are a binding contract between you (“you,” “your,” or “Customer”) and Hence Technologies Ltd., for itself and its Affiliates (“Hence,“ “we,” “us,” or “our”). Together with any additional terms stated in the Services, these Terms provide the terms and conditions for access to and use of the Services between you and Hence (collectively, the “Agreement”).
By registering for, accessing, using, or purchasing the Services, you signify you have read, understood, and agree to be bound by this Agreement. If you do not agree with the terms of this Agreement, you should not access or use the Services. If you access or use the Services on behalf of an entity (a “Company”), you represent and warrant that you have the authority to bind the Company to the terms of this Agreement, and the terms “you,” “your,” and “Customer” refer to the Company throughout this Agreement.
USE OF THE SERVICES IS INTENDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, POLICY, GEOPOLITICAL, TAX, ACCOUNTING, REGULATORY, OR OTHER PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY HENCE, ITS AFFILIATES, ANY THIRD-PARTY PROVIDER, OR ANY SUPPLIER OF THIRD-PARTY INFORMATION. NO ATTORNEY-CLIENT RELATIONSHIP IS FORMED WITH HENCE, ITS AFFILIATES, ANY THIRD-PARTY PROVIDER, OR ANY SUPPLIER OF THIRD-PARTY INFORMATION THROUGH THE USE OF THE SERVICES AND SERVICES OUTPUT, AND YOU ARE ADVISED TO USE YOUR OWN JUDGMENT AND CONSULT WITH PROFESSIONAL ADVISORS BEFORE MAKING ANY DECISIONS BASED ON THE FOREGOING. THE ARTIFICIAL INTELLIGENCE COMPONENTS OF THE SERVICES AND SERVICES OUTPUT ARE BASED ON ALGORITHMS AND DATA THAT MAY BE INHERENTLY SUBJECT TO LIMITATIONS, INACCURACIES, AND RISKS GENERALLY ASSOCIATED WITH ARTIFICIAL INTELLIGENCE TECHNOLOGIES. RELIANCE ON THE SERVICES AND SERVICES OUTPUT ARE AT YOUR OWN RISK.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Hence.
“Customer Data” means all information, data, content, and other materials in any form or medium, that is submitted, entered, inputted, posted, provided, or otherwise transmitted by or on behalf of Customer or any other User in connection with use of the Services. Customer Data does not include De-Identified Data, Usage Data, Services Output, or any other information, data, data models, content or materials owned or controlled by Hence and made available through or in connection with the Services.
“De-Identified Data“ means Customer Data that Hence has de-identified, and may also have aggregated, using standard industry practices such as masking to avoid identifying or associating Customer, a User, and/or Customer’s Confidential Information.
“Documentation” means information published by Hence in varying mediums which may include product information about the Services, operating instructions, support documentation, and performance specifications. Documentation does not include marketing materials or those materials that Customer may request from Hence. Under no circumstances shall Customer’s requests for documentation expand the scope of Hence’s obligations, duties, warranties, or representations herein.“Hence IP” means the Services, the Documentation, and all intellectual property provided to Customer or any other User in connection with the foregoing. Hence IP also includes (i) Services Output, De-Identified Data, and Usage Data, (ii) all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of the Services, and (iii) all intellectual property rights in the foregoing. Hence IP does not include Customer Data.
“Personal Information” means information that identifies or can be used to identify an individual or can be used to authenticate an individual.
“Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content. “Processing” and “Processed” have correlative meanings.
“Services” means Hence’s artificial intelligence-driven risk management platform Hence Global and all associated technology (including, without limitation, Third-Party Products) made available by Hence to Customer pursuant to this Agreement on a subscription basis, including any changes, updates, or expansions to the foregoing operated by Hence from time to time.
“Services Output” means the content and materials generated through Customer’s use of the Services. Services Output incorporates Third-Party Information.
“Subscription Term” means the length of time that Customer has subscribed to the Services (e.g., monthly or annually).
“Third-Party Products” means any products, technology, content, data, services, information, websites, or other associated materials that are owned and/or provided by Third-Party Providers and are included in, incorporated into, or accessible through the Services, including, without limitation, any third-party artificial intelligence technology.
“Third-Party Providers” means the licensors and suppliers who provide the Third-Party Products.”User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer under this Agreement, and (ii) for whom access to the Services has been purchased hereunder. Users do not include, and Services access is not permitted for, bots or any other automated machine or device.
a. Provision of Access. Subject to and conditioned on Customer’s timely payment of fees and compliance with this Agreement, Hence hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term.
b. Documentation License. Subject to the terms and conditions contained in this Agreement, Hence hereby grants Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Subscription Term, solely for Customer’s internal business purposes in connection with use of the Services.
c. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, or duplicate the Services, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying technology or component of the Services, in whole or in part; (iv) access or use the Services to develop, train, or improve a competing or similar product or service; (v) use web scraping, web harvesting, web data extraction or any other method to extract data from the Services; (vi) remove any proprietary notices from the Services, Documentation, or Services Output; (vii) use the Services to create or generate Services Output, or use Services Output in a manner, that Customer knows or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; (viii) use the Services to create or generate Services Output, or use Services Output, to assist in identifying a person or to solicit or infer private or sensitive information about a person; (ix) use the Services to create or generate Services Output, or use Services Output, to make any medical diagnoses, provide medical advice, or perform any other medical function; or (x) submit, enter, post, or otherwise transmit or Process any personally identifiable health data, payment card industry data, or classified information or data subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State through the Services.
d. Reservation of Rights. Hence reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Hence IP or Third-Party Products.
e. Access to Non-Production Versions of the Services. Customer may be provided with access to beta, trial, proof of concept, or sandbox versions of the Services or features within the Services (collectively, the “Beta Features”). Customer acknowledges and understands that its use of Beta Features is not required and is at Customer’s own risk, and that Beta Features are made available on an “AS IS” basis without warranties of any kind, may be discontinued or modified at any time, and may be subject to other terms. Beta Features are not intended for production use. Hence will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences arising out of or in connection with Beta Features.
f. Suspension. Notwithstanding anything to the contrary in this Agreement, Hence may temporarily suspend Customer’s and any other User’s Account and/or access to any portion or all of the Services if: (i) Hence reasonably determines that (A) there is a threat or attack on any of the Hence IP; (B) Customer’s or any other User’s use of the Hence IP disrupts or poses a security risk to the Hence IP, to Hence, or to any other customer or Third-Party Provider of Hence; (C) Customer or any other User is using the Hence IP for fraudulent or illegal activities; (D) Hence’s provision of the Services to Customer or any other User is prohibited by applicable law; or (E) Customer is using the Services in violation of Section 2(c) and/or Section 3(a); (ii) any Third-Party Provider has suspended or terminated Hence’s access to or use of any Third-Party Products required to enable Customer to access and use the Services; or (iii) in accordance with Section 5(a) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension“). Hence shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Hence will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other User may incur as a result of a Service Suspension.
a. Acceptable Use; Hence Policies. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity. Customer shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, requirements, and policies that may be posted by Hence from time to time, which are hereby incorporated herein by reference. Hence strongly encourages Customer to remove all Personal Information from any Customer Data prior to entering Customer Data into the Services except as reasonably necessary for Hence to provide the Services, manage communication preferences, offer support services, and to carry out operational functions such as billing.
b. Account Use. Customer must register and create a Hence account (an “Account”). Customer is responsible and liable for all activities under Customer’s Account and uses of the Services and Documentation resulting from access to Customer’s Account provided by Customer, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. Customer agrees to notify Hence upon becoming aware of any unauthorized use of Customer’s Account. If Customer’s Account is part of a Company account, Customer shall be responsible for all acts and omissions of Users, and acknowledges that any act or omission by a User shall be deemed the actions or omissions of the Customer for purposes on this Agreement. Customer shall make all Users aware of this Agreement’s provisions as applicable to such Users’ use of the Services and shall cause Users to comply with its provisions.
c. Audit Rights. An Account is intended for individual use only and cannot be shared by multiple users. Customer shall permit Hence or Hence’s designated auditor to remotely audit Customer’s use of the Services to ensure compliance with this Agreement, including, but not limited to, the prohibition of account sharing by multiple users. If Customer accesses or uses the Services on behalf of Company and such audit reveals that Customer has permitted account sharing among multiple users (resulting in fewer accounts than required for the actual number of users), or if Customer has otherwise made any misrepresentations upon creation of an Account, Customer shall be deemed to have underpaid for the Services based on Hence’s then-current pricing tier applicable to the actual number of users. Customer may be required to adjust its account structure and may be subject to an upgrade to the appropriate pricing tier, with corresponding adjustments to future payments at Hence’s sole discretion.
d. Use of Services Output; Third-Party Information. CUSTOMER IS SOLELY RESPONSIBLE FOR (I) EVALUATING (INCLUDING BY HUMAN REVIEW) SERVICES OUTPUT FOR ACCURACY, COMPLETENESS, AND OTHER FACTORS RELEVANT TO CUSTOMER’S USE BEFORE USING, DISTRIBUTING, OR RELYING ON SERVICES OUTPUT, AND (II) ANY DECISIONS, ACTIONS, AND OMISSIONS IN RELIANCE OR BASED ON SERVICES OUTPUT. IN LIGHT OF THE NATURE OF THE SERVICES AND ARTIFICIAL INTELLIGENCE GENERALLY, SERVICES OUTPUT MAY NOT ALWAYS BE UNIQUE, USEFUL, COMPLETE, OR ACCURATE, AND OTHER USERS MAY RECEIVE SIMILAR OR IDENTICAL OUTPUT FROM THE SERVICES. CUSTOMER’S RIGHTS TO SERVICES OUTPUT UNDER THIS AGREEMENT DO NOT EXTEND TO (i) OTHER USERS’ OUTPUT, NOR TO (ii) THIRD-PARTY INFORMATION, CONTENT, OR DATA (“Third-Party Information”). CUSTOMER ACKNOWLEDGES THAT HENCE DOES NOT MANAGE OR CONTROL THIRD-PARTY INFORMATION, FOR WHICH HENCE ASSUMES NO RESPONSIBILITY, AND THE INCLUSION OF ANY THIRD-PARTY INFORMATION IN THE SERVICES OUTPUT DOES NOT AMOUNT TO OR IMPLY ANY ENDORSEMENT OR WARRANTY OF ANY MATERIALS IN SUCH THIRD-PARTY INFORMATION OR ANY ASSOCIATION WITH ITS OWNERS, AUTHORS, OR OPERATORS. TO THE EXTENT CUSTOMER ACCESSES ANY THIRD-PARTY INFORMATION, CUSTOMER’S ACCESS AND USE ARE SOLELY AT CUSTOMER’S OWN RISK. CUSTOMER AGREES THAT HENCE IS NOT RESPONSIBLE FOR ANY WEBSITES, SERVICES, ADVERTISEMENTS, OR ANY OTHER CONTENT THAT COMPRISES THIRD-PARTY INFORMATION. ANY CONCERNS OR QUESTIONS RELATED TO THIRD-PARTY WEBSITES SHOULD BE DIRECTED TO THE WEBMASTER OR OTHER APPROPRIATE CONTACT PERSON FOR SUCH THIRD PARTY.
e. Passwords and Access Credentials. Customer and Customer’s Users are responsible for keeping Account passwords and access credentials associated with the Services confidential. Customer shall not sell or transfer them to any other person or entity. Customer shall immediately notify Hence about any unauthorized access to passwords or access credentials.
f. Third-Party Products. The Services may permit access to Third-Party Products. These Third-Party Products may be subject to their own terms and conditions which may be presented to Customer for acceptance by website link or otherwise. The Services may also include or incorporate Third-Party Products licensed or provided by Third-Party Providers that require Hence to pass through additional terms to Customer. Customer shall comply with all such applicable pass-through terms as made available on the Services, through the Documentation, or otherwise, as such terms may be updated, modified, or added from time to time. Hence may add or remove Third-Party Products from time to time. If Customer does not agree to use the Third-Party Products, or if Customer does not agree to abide by the applicable terms for any Third-Party Products, then Customer should not install, access, or use these Third-Party Products or any portion of the Services that includes or incorporates these Third-Party Products.
g. Open Source Licenses. The Services may include certain open source software code and materials that are subject to their respective open source licenses (“Open Source Licenses“). Such Open Source Licenses contain conditions with respect to warranty, copyright notices, and other provisions. Use of the Services is subject to the provisions of the applicable Open Source Licenses.
For any support inquiries, Customer agrees to contact Hence at [email protected] during business hours (8:00am to 5:00pm Eastern Time, Monday through Friday, except for standard federal holidays in the United States and bank holidays in the United Kingdom). Resolution times may vary depending on the complexity of the problem, and therefore resolution time cannot be guaranteed. This Agreement does not entitle Customer to any support for the Services other than as set forth herein or in the Documentation.
a. Payment. Hence will invoice Customer through its payment processor (currently, Stripe) and Customer shall pay such fees upon receipt of an applicable invoice from the payment processor, without offset or deduction. If Customer fails to make any payment when due, without limiting Hence’s other rights and remedies: (i) Customer shall reimburse Hence for all reasonable costs incurred by Hence in collecting any late payments, including attorneys’ fees, arbitration or court costs, and collection agency fees; and (ii) if the failure continues for five (5) business days or more, Hence may suspend, under Section 2(f), Customer’s and all other Users’ access to any portion or all of the Services until such amounts are paid in full. All fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, value-added, import, export, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Hence’s income.
b. No Refunds; Fee Increase. All payments made by Customer are non-refundable regardless of actual usage, and all commitments are non-cancellable. Hence reserves the right upon prior written notice to Customer to increase fees at renewal of the applicable Subscription Term.
c. Future Functionality. Customer’s purchase relies only on the features and functions of the Services which are generally available from Hence. Hence makes no commitment to deliver future features or functions, and such future features and functions may not be delivered on time or at all. The development, release, and timing of any features or functions remain in Hence’s sole discretion.
From time to time during the Subscription Term, Hence and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving party; (iii) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (iv) independently developed by the receiving party without use of or access to any Confidential Information of the disclosing party. The receiving party will maintain the disclosing party’s Confidential Information using a reasonable standard of care and will not use the Confidential Information of the disclosing party except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s affiliates, directors, licensors, suppliers, employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (a) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party (to the extent permitted by law) and made a reasonable effort to seek a protective order or otherwise contest the disclosure; or (b) to establish a party’s rights under this Agreement, including to make required court filings.
Hence complies with its Privacy Policy, available at hence.ai/privacy-policy/ (“Privacy Policy“), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, Customer acknowledges that Customer has reviewed and accepted the Privacy Policy, and Customer consents to all actions taken by Hence with respect to Customer’s information in compliance with the then-current version of Hence’s Privacy Policy.
a. Hence IP. Customer acknowledges that, as between Customer and Hence, subject to Section 8(b), (i) Hence owns all right, title, and interest, including all intellectual property rights, in and to the Hence IP, (except that all intellectual property rights in and to the Third-Party Information incorporated in Services Output shall be owned by its and their respective rightsholders), (ii) for Third-Party Products, the applicable Third-Party Providers own and/or retain all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products, and, (iii) for any open source software included in the Services, the applicable open source software is owned by the respective copyright holders and is subject to the terms of the applicable Open Source License. Hence hereby grants to Customer a non-exclusive, royalty-free, revocable, worldwide license to reproduce, distribute, and otherwise use the Hence IP and Third-Party Products solely to the extent incorporated into and necessary for Customer to use the Services and Services Output during the Subscription Term in accordance with this Agreement.
b. Customer Data. Hence acknowledges that, as between Hence and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data, except as otherwise set forth in this Agreement, subject to the license granted herein. Notwithstanding anything in this Agreement to the contrary, unless prohibited by applicable law, Hence may delete Customer Data at any time if Hence determines that Customer Data violates the terms of this Agreement or that deletion is necessary to comply with applicable law. Notwithstanding anything in this Agreement to the contrary, Customer hereby grants to Hence and its Third-Party Providers (i) a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, host, reproduce, display, and modify the Customer Data for the purpose of hosting, operating and providing the Services and performing under this Agreement during the Subscription Term, and (ii) a non-exclusive, royalty-free, transferable, sublicensable, worldwide, irrevocable, perpetual license to use, host, analyze, modify, and reproduce De-Identified Data for any purpose, including, without limitation, to provide, improve, modify, train, re-train, enhance, develop, and maintain the Services and understand how the Services are being used.
c. Usage Data. Notwithstanding anything to the contrary in this Agreement, Hence may monitor Customer’s use of the Services and collect and compile metrics, analytics, metadata, trends, statistical or other usage data and information related to Customer’s use of the Services to be used by Hence in an aggregated and de-identified manner, including to compile statistical and performance information related to the provision and operation of the Services (“Usage Data“). As between Hence and Customer, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by Hence. Customer hereby grants to Hence and its Third-Party Providers a non-exclusive, royalty-free, sublicensable, worldwide, irrevocable, perpetual license to use, host, analyze, modify, and reproduce Usage Data for any purpose, including, without limitation, to provide, improve, modify, train, re-train, enhance, develop, and maintain the Services and understand how the Services are being used.
d. Feedback. Customer may voluntarily provide suggestions, comments, or other feedback (“Feedback“) to Hence regarding the Services. By doing so, Customer grants Hence a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, incorporate, disclose, reproduce, license, distribute, and exploit the Feedback in any manner. Furthermore, Customer assigns to Hence all right, title, and interest, including all intellectual property rights, in and to the Feedback, making it the sole and exclusive property of the Hence without restriction or obligation of any kind. Hence is free to use, without any attribution or compensation to Customer, a User, or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Hence has no obligation to acknowledge receipt of or use any Feedback.
a. Limited Hence Warranty. Hence warrants that the Services will conform in all material respects to the Documentation when accessed and used by Customer in accordance with this Agreement. Customer’s sole remedy and Hence’s sole liability for breach of the foregoing warranty is for Hence to use reasonable efforts to correct the Services to conform to the Documentation. Hence does not make any representations or guarantees regarding uptime or availability of the Services. THE FOREGOING WARRANTY DOES NOT APPLY, AND HENCE STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
b. Customer Warranty. Customer represents, warrants, and covenants that Customer and Customer’s Users own or otherwise has or will have all necessary rights, permissions, and consents in and relating to the Customer Data so that, as received by Hence and Processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party, or violate any applicable law, regulation, or rule including, without limitation, all applicable laws relating to Export Controls and anti-bribery laws and regulations such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.
EXCEPT FOR THE LIMITED WARRANTY SET OUT IN Section 9(a), THE SERVICES AND SERVICES OUTPUT ARE PROVIDED “AS IS,” AND HENCE, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HENCE, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS EXRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEITHER HENCE, ITS AFFILIATES, NOR ITS THIRD-PARTY PROVIDERS MAKE ANY WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR SERVICES OR RESULTS OF THE USE THEREOF, INCLUDING ANY SERVICES OUTPUTS, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S OR COMPANY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF CUSTOMER’S OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR VIRUSES, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, THE SERVICES AND SERVICES OUTPUT (I) MAY BE INACCURATE, INCOMPLETE, MISLEADING, BIASED, OR OFFENSIVE, (II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATES FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE AND WITHOUT LIMITATION, OPEN SOURCE LICENSES, AND (V) DO NOT NECESSARILY REFLECT, AND MAY BE INCONSISTENT WITH, HENCE’S, ITS AFFILIATES’, AND THIRD-PARTY PROVIDERS’ VIEWS.
Customer shall indemnify, hold harmless, and, at Hence’s option, defend Hence, its Affiliates, Third-Party Providers, and its and their respective officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees incurred by Hence resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim“) arising from or relating to any Third-Party Claim: (i) that the Customer Data, or Processing or any other use thereof in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property, privacy, or publicity rights; (ii) relating to any other Personal Information or data submitted via Customer’s Account; (iii) resulting from Customer’s or any User’s negligence or willful misconduct, or use of the Services in violation of the terms of this Agreement or applicable laws; or (iv) resulting from Customer’s or any User’s use of or reliance on Services Output and/or Third-Party Information. Customer may not settle any Third-Party Claim against Hence unless Hence consents to such settlement, and Hence will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
a. Damages Disclaimer. EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL HENCE OR ITS AFFILIATES OR ITS THIRD-PARTY PROVIDERS BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. NOTWITHSTANDING THE FOREGOING, EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL HENCE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED US $150.00.
b. Allocations of Risk. BY ENTERING INTO THIS AGREEMENT, CUSTOMER ACKNOWLEDGES AND AGREES THAT HENCE’S PRICING AND SERVICES ARE IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY HEREIN. THESE TERMS ARE INTENDED TO FAIRLY ALLOCATE RISK BETWEEN THE PARTIES (INCLUDING THE RISK OF POTENTIAL FAILURE OF CONTRACTUAL REMEDIES AND CONSEQUENTIAL LOSSES). THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY FORM THE ESSENTIAL BASIS OF THE BARGAIN BETWEEN CUSTOMER AND HENCE.
a. Subscription Term. This Agreement continues until terminated as set forth herein. Customer may terminate Customer’s Account without a refund during the Subscription Term upon prior written notice to [email protected]. Such termination shall take effect at the end of the then-current Subscription Term, subject to Section 12(b).
b. Automatic Renewal. The Services will automatically renew at the end of each Subscription Term for the additional length of time selected by Customer (e.g., monthly or annually), unless Customer gives Hence prior written notice of Customer’s intent not to renew at least thirty (30) days prior to the expiration of the then-current Subscription Term if Customer’s subscription is annual, or at least twenty-one (21) days prior to the expiration of the then-current subscription term if Customer’s subscription is monthly. Subject to Section 5(b), renewal will be at the then-current pricing.
c. Termination. In addition to any other express termination right set out in this Agreement:
i. Hence may terminate Customer’s access to the Services at the end of the Subscription Term for any reason (which also terminates this Agreement) by providing Customer with at least twenty-one (21) days prior written notice before the end of the then-current paid period.
ii. Either party may terminate this Agreement if the other party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
iii. Hence may immediately terminate this Agreement and/or Customer’s access to the Services, without notice, if Hence believes: (a) Customer’s or Customer’s Users’ actions have caused or are likely to cause liability or other material negative effects for Hence or others; or (b) Customer has failed to pay fees when due and not cured such non-payment within ten (10) days of notice of the non-payment.
iv. Hence may terminate this Agreement with immediate effect if Customer ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days.
d. Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Customer and Customer’s Users shall immediately discontinue use of the Services and the Hence IP. No expiration or termination of this Agreement will affect Customer’s obligation to pay all fees that may have become due before expiration or termination, or entitle Customer to any refund.
e. Survival. Any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive termination or expiration.
Customer acknowledges and agrees that Hence has the right, in its sole discretion, to modify, remove, or add to this Agreement from time to time. Hence will provide Customer notice of modifications by, in Hence’s sole judgment, either posting the modifications in the Platform or through direct email communication. In any event, Customer and Customer’s Users are responsible for reviewing and becoming familiar with any modifications. Customer’s and Customer’s Users’ continued use of, or access to, the Services after the effective date of the modifications will be deemed acceptance of the modified terms. If Customer does not agree with a modification, Customer may stop using the Services or terminate this Agreement under Section 12.
Customer agrees to comply fully with all relevant laws and regulations, including but not limited to the U.S. Export Administration Regulations (“Export Controls”). Customer expressly agrees that Customer shall not, and shall cause Customer’s Users to agree not to, export, directly or indirectly, re-export, divert, or transfer the Services, Documentation, or any direct product or service thereof to any destination, company or person restricted or prohibited by Export Controls.
Except for Customer’s payment obligations, neither party will be liable for, or be considered to be in breach of, or in default, under this Agreement, as a result of any cause or condition beyond such party’s reasonable control, including, without limitation, earthquake, fire, or other acts of God, strikes, lockouts, labor conditions, riots, acts of war, acts of terrorism, governmental action, epidemics, pandemics, communication line failures, and power failures.
If Customer’s registered address is within the United States, this Agreement is governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law principles. If Customer’s registered address is outside of the United States, this Agreement is governed by and construed in accordance with the laws of England and Wales, without regard to conflicts of law principles.
CUSTOMER AGREES TO THE FOLLOWING BINDING ARBITRATION PROVISION AND JURY TRIAL AND CLASS ACTION WAIVER PROVISIONS:
a. For any Dispute with Hence, Customer agrees to contact Hence at [email protected] and attempt to resolve the Dispute informally. In the event the parties are unable to resolve the Dispute within ninety (90) days, Hence and Customer each agrees that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (a “Dispute”), shall be determined by binding arbitration. If Customer’s registered address is within the United States, the arbitration will be held in New York, New York, before one (1) arbitrator, and the arbitration shall be administered by JAMS pursuant to Comprehensive Arbitration Rules and Procedures then in effect for JAMS. If Customer’s registered address is outside of the United States, the arbitration will be held in London, England, United Kingdom, before one (1) arbitrator, in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this section, under the LCIA Rules (as then in force). Each party shall bear its own filing, administration, and arbitration fees, attorneys’ fees, and costs unless awarded by the arbitrator. The language to be used in the arbitral proceedings shall be English. The arbitration shall be kept confidential. The existence of the arbitration, any non-public information provided during the arbitration, and the results of the arbitration shall not be disclosed by either party without the prior written consent of the other party, except as may be required by law or by any judicial or regulatory authority. Notwithstanding the foregoing, either party may seek immediate injunctive relief from any court of competent jurisdiction in the event of breach or threatened breach of confidentiality or intellectual property rights. If Customer’s registered address is within the United States, New York, New York will be the forum for any appeals or court proceedings if the arbitration is not enforceable. If Customer’s registered address is outside of the United States, London, England, United Kingdom will be the forum for any appeals or court proceedings if the arbitration is not enforceable.
b. Jury Trial and Class Action Waiver. CUSTOMER AND HENCE AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING. CUSTOMER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND HENCE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING.
Hence may identify Customer, including the use of Customer’s name and logo, as a User of the Services on Hence’s website and in marketing and other promotional materials and presentations.
This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any other understandings, agreements, representations, and warranties, both written and oral, proposed by Customer which are in addition to or which conflict with this Agreement are expressly rejected by Hence and shall be of no force and effect.
Any notices must be in writing (in English) and, if to Customer, sent to the email address registered to Customer’s Account, or, if to Hence, to [email protected]. Customer hereby consents to receiving electronic communications from Hence. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. Customer agrees that any notices, agreements, disclosures, or other communications that Hence sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.
If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties’ intention and the remaining provisions will remain in full force and effect. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party granting the waiver.
Customer may not assign all or any part of this Agreement without Hence’s prior written consent. Any purported assignment or transfer made without Hence’s consent shall be void and shall constitute a material breach of this Agreement. Customer shall notify Hence of any change of control of Customer. Hence may assign this Agreement to an Affiliate or to a successor to substantially all its assets or business without notice or Customer consent.
Any Affiliate shall have the right to enforce the terms and conditions of this Agreement and to perform obligations hereunder as if it were a named party hereto.