Skody AI — Terms and Conditions

1. SaaS Services and Support

• Subject to this Agreement, Skody AI will use commercially reasonable efforts to provide the Services as described in the applicable Subscription Agreement or Order Form.
• Skody AI will provide technical support in accordance with its current support policy.

2. Restrictions and Responsibilities

• Customer shall not reverse engineer, decompile, or disassemble any portion of the Services, modify or create derivative works, or use the Services for time-sharing or service bureau purposes.
• Customer may not export or re-export the Services or related software except in compliance with U.S. export laws and regulations.
• Customer warrants that it will use the Services only in accordance with all applicable laws, regulations, and Skody AI's policies.
• All rights, title, and interest in and to the Services, documentation, and underlying technology remain with Skody AI and its licensors.
• Skody AI may collect and analyze anonymized usage data to improve its products and services.
• Skody AI does not provide legal, financial, or consulting advice in connection with the Services.

3. Payment of Fees

• Customer agrees to pay all fees in accordance with the pricing described in the applicable Subscription Agreement. Skody AI reserves the right to adjust fees upon thirty (30) days' prior notice.
• Payments are due within thirty (30) days of the invoice date. Late payments may incur interest at 1.5% per month or the maximum allowed by law.
• Fees exclude taxes, duties, and other governmental charges, which are the responsibility of the Customer.

4. Term and Termination

• This Agreement renews month-to-month unless terminated by either party with thirty (30) days' written notice.
• Either party may terminate for cause if the other materially breaches and fails to cure such breach within thirty (30) days after notice.
• Upon termination: Customer's access to the Services will cease, and Skody AI will retain Customer data for 120 days before permanent deletion unless otherwise required by law.

5. Confidential Information

Each party agrees not to disclose or use the other party's Confidential Information except as necessary for performance under this Agreement. Confidentiality obligations do not apply to information that is public, known prior to disclosure, rightfully received from a third party, or required by law.

6. Warranty and Disclaimer

Skody AI will maintain commercially reasonable measures to ensure system uptime and minimize errors. The Services are provided 'as is' and 'as available.' Skody AI disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, or non-infringement.

7. Indemnity

Skody AI will defend and indemnify Customer against claims alleging that the Services infringe a valid U.S. patent, copyright, or trademark, except to the extent such claim arises from Customer's misuse, modification, or unauthorized combination with third-party software.

8. Insurance

Skody AI will maintain commercially appropriate insurance coverage during the term of this Agreement.

9. Limitation of Liability

In no event shall Skody AI be liable for indirect, incidental, or consequential damages, including lost profits or business interruption. Skody AI's total liability for any claim arising under this Agreement shall not exceed the amount paid by Customer during the twelve (12) months preceding the event giving rise to the claim.

10. Force Majeure

Neither party shall be liable for delays or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government restrictions.

11. GovCloud, ITAR, and Data Security

• Skody AI offers hosting on U.S. GovCloud environments for customers handling ITAR-controlled or other sensitive data.
• Only U.S. persons as defined under ITAR are permitted administrative access to GovCloud environments.
• Skody AI complies with applicable ITAR and EAR export control regulations and employs encryption and access protocols consistent with U.S. government standards (FedRAMP Moderate baseline or higher).
• Customer is responsible for identifying and classifying any ITAR or export-controlled data before uploading to the Service.

12. Miscellaneous

• This Agreement is governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-law principles.
• This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
• Notices must be in writing and delivered by email or certified mail to the addresses specified in the Subscription Agreement.
• This Agreement may be executed electronically or in counterparts.

Contact: info@skody.ai | Skody AI, Inc., Redmond, WA, USA