soffos

Terms & Conditions

TERMS OF SERVICE

Please read these terms of service very carefully before registering for the Soffos website and Service. These terms of service (“Agreement”) govern you accessing content and using www.soffos.ai and its affiliate’s web sites and mobile applications. This Agreement between you (“you”) and Soffos, is subject to change by us as described below. By clicking the “I Accept” button, checkbox, or other mechanism to signal assent, or by using the Site, you (i) accept this Agreement; (ii) agree to be bound by these terms and conditions; and (iii) have entered into a binding agreement between you and Soffos.

  1. This web site and any mobile application (collectively the “Site”) is owned and operated by Soffos, Inc. (referred to as “Soffos” herein). The Site and its content (“Content”) and the Soffos Generative AI Platform service (“Service(s)”) may only be accessed in accordance with this Agreement. Any violation of the copyright in the Content or these terms and conditions may be enforced by Soffos or the copyright owner to the fullest extent allowed by law.

  2. To purchase products or sign up for the Services, you must register for an account (an “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; (iii) use your username and password for any unauthorized purpose; or (iv) use as a username a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including, but not limited to, any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.

  3. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference. For example, our API License Agreement located here https://www.soffos.ai/terms-conditions shall apply to your use of our API. IF YOU HAVE SIGNED UP FOR AN AUTOMATICALLY RENEWING SUBSCRIPTION SERVICE, PLEASE READ THE “AUTO-RENEWALS AND RECURRING BILLING FOR SUBSCRIPTION SERVICES” SECTION BELOW.

  4. These Terms of Service apply to all users of the Services, including, without limitation, registered and unregistered users. We have a Privacy Policy that you should refer to in order to fully understand how we collect and use your information. The Privacy Policy is hereby incorporated by reference into these Terms of Service.

  5. Certain of our Services, including the purchase of any products or subscriptions offered by us, may be subject to payments now or in the future (the “Paid Services”), which in certain cases may include recurring, automatically renewing payment obligations (as further described in the “AUTO-RENEWALS AND RECURRING BILLING FOR SHEET PLANS AND OTHER SUBSCRIPTION SERVICES” section below). Please see our Pricing Page for a description of the current Paid Services,  cancellation and refund policies. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms of Service.

  6. You may place an order for Paid Services at any time (subject to any planned or unplanned downtime). You may check and correct any input errors in your order up until the point at which you submit your order to us by clicking the “Submit Purchase” button on the checkout page. An order submitted by you constitutes a legally binding offer given by you to us to purchase the Paid Services specified in that order, subject to these Terms of Service, at the price and on the terms stated when you sign up or place your order. All orders are subject to acceptance by us. Your order will not be considered accepted until we have received payment of the purchase price of your order. We may send an acknowledgment of our receipt of your order to the email address you provide, after your payment for the order has been processed, so that you may print the information for your records.

  7. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Service. More information is available in our Privacy Policy. We are not responsible for errors by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payments using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

  8. Our current Payment Processor is Stripe, and your payments are processed by Stripe in accordance with Stripe’s Terms of Service and Privacy Policy. We do not control and are not liable for the security or performance of the Payment Processor.

  9. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

  10. IMPORTANT NOTICE TO CONSUMERS: AUTO-RENEWALS AND RECURRING BILLING FOR SUBSCRIPTION SERVICES. Some of the Paid Services, such as the purchase of an auto-renewing subscription or other products in a plan, may consist of an initial period for which there is a one-time charge or a Free Tier (as defined below), followed by recurring periodic charges as agreed to by you when you sign up for such auto-replacing products (“Subscription Services”). You acknowledge and agree that unless you opt out of a Subscription Service, which can be done via the methods described below, or we suspend or terminate it in accordance with these Terms of Service, the Subscription Services that you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term you originally selected, at the then-current non-promotional rate. More information on Subscription Services can be found at our Pricing Page. The subscription policies you see when you purchase any Subscription Service are part of these Terms of Service. By choosing a Subscription Service, you acknowledge that such Subscription Service has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to the effective date of cancellation of such Subscription Service. All recurring payments relating to Subscription Services are fully earned upon payment.

  11. To change or cancel your Subscription Services at any time, email us at contact@soffos.ai. If you terminate a Subscription Service, your subscription will not be renewed after your then-current subscription term expires.

  12. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION, OR TO CHANGE YOUR PAYMENT METHOD OR SUBSCRIPTION SERVICES, CONTACT US AT THE EMAIL ADDRESS LISTED ABOVE.

  13. You must provide current, complete and accurate information for your Billing Account. You must promptly update all information to keep your Billing Account current, complete and accurate (such as a change in billing address, credit card number or credit card expiration date), and you must promptly notify us or our Payment Processor if your Payment Method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made on your Account. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

  14. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. If, on receipt of such notice, you do not wish to continue with the purchase, you may cancel at any time before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

  15. Your non-termination or continued use of a Paid Service (including, without limitation, Subscription Services) reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage or as otherwise described when you initially selected to use the Paid Service.

  16. You acknowledge and agree that Soffos may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Soffos’ sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Soffos when you stop using the Services. You acknowledge and agree that if Soffos disables access to your account, you may be prevented from accessing the Services, your account details or any files or other materials which is contained in your account.

  17. You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Soffos, unless you have been specifically allowed to do so in a separate agreement with Soffos. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). Unless you have been specifically permitted to do so in a separate agreement with Soffos, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. You agree that you are solely responsible for (and that Soffos has no responsibility to you or to any third party for) any breach of your obligations under this Agreement and for the consequences (including any loss or damage which Soffos may suffer) of any such breach.

  18. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such materials originated, which may be you.

  19. Soffos reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, and other indicia of ownership on the Content or other materials accessed through the Service. The delivery of, and license to, the Content and/or access to third party materials does not transfer to you any commercial or promotional use rights in the Content or any portion thereof. Any use of Content, or descriptions; any derivative use of this Site or its materials; and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event shall the user frame any portion of the Site or any materials contained therein.

  20. While Soffos uses reasonable efforts to include accurate and up-to-date information on the Site, Soffos makes no warranties or representations as to its accuracy. Soffos assumes no liability or responsibility for any errors or representations in the Content or this Site.

  21. The Site may contain links to other sites on the Internet which are owned and operated by third party vendors and other third parties (the “External Sites”). You acknowledge that Soffos is not responsible for the availability of, or the materials located on or through, any External Sites. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or the materials located on such External Sites.

  22. At your discretion, you may provide feedback to Soffos concerning the functionality and performance of the Service from time to time, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). If you, through your evaluation or otherwise, suggests any Feedback, you hereby assign the ownership in all Feedback to Soffos. In the event ownership in the Feedback cannot be granted to Soffos, you grant Soffos at no charge a perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction. You agree that Soffos may disclose that Feedback to any third party in any manner and you agree that Soffos has the ability to sublicense all Feedback in any form to any third party without restriction.

  23. Soffos may at any time revise these Terms and Conditions by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the current Terms and Conditions to which you are bound.

  24. You shall not transmit to Soffos or upload to this Site any Harmful Code or use or misappropriate the data on this Site for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.

  25. Soffos may retain and use, information collected in your use of the Service, provided such information does not individually identify you.

  26. Soffos does not knowingly collect any information from anyone who we know to be under the age of 13. If you are under the age of 18, you should use this website only with the involvement of a parent or guardian and should not submit any personal information to Soffos. If Soffos discovers that a person under the age of 13 has provided Soffos with any personal information, Soffos will use commercially reasonable efforts to delete such person's personal information from all Soffos systems.

  27. Soffos may terminate your access to our Site or the Service for any reason at any time. The provisions that by their nature are designed to survive termination or expiration of this Agreement shall survive termination or expiration of this Agreement or your access to our Site or Service.

  28. By using this Site, you signify your assent to these terms of use and agree to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. If you do not agree to these terms of use, please do not use the Site. THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED BY THE INTERNAL LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF.

  29. The materials on this Site are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of Soffos’ proprietary rights in them.

  30. THE MATERIALS, CONTENT ON THIS SITE AND SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. SOFFOS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT, MATERIALS POSTED ON THE SITE OR SERVICES. SOFFOS MAKES NO GUARANTEES AS TO UPTIME OR AVAILABILITY OF THE SERVICE. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO THE APPLICABLE LAW, SOFFOS DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHER VIOLATION OF RIGHTS. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SOFFOS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS, INCLUDING INTERNET CONGESTION, VIRUS ATTACKS, AND DENIAL OF SERVICE (DOS) ATTACKS.

  31. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SOFFOS OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE MATERIALS ON THIS SITE OR THE SERVICE, EVEN IF SOFFOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SOFFOS’ AND ITS LICENSORS’ ENTIRE AND AGGREGATE LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED $100, EVEN IF SOFFOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IF YOUR USE OF MATERIALS FROM THIS SITE OR THE SERVICE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

  32. This Agreement shall constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect thereto. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation. You shall not assign or transfer this Agreement without the prior written consent of Soffos. Any attempt to assign or transfer this Agreement by you shall be void.

  33. Soffos shall not be liable to you for any delay or failure of Soffos to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Soffos. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, labor strike, or delays by you in performing any requirements hereunder. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys’ fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.

  34. ARBITRATION NOTICE AND CLASS ACTION WAIVER: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. Any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to arbitration before the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules. The place of arbitration shall be Austin, Texas. The language to be used in the arbitral proceedings shall be English. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief as necessary, without breach of this Section and without abridgment of the powers of the arbitrator. The arbitrator may award any form of individual or equitable relief, including injunctive relief. Any award will be final and conclusive to the parties and may be entered in any court of competent jurisdiction. You agree to the entry of injunctive relief to stop any lawsuit or to remove you as a participant in such a suit. This Agreement does not constitute a waiver of any of your rights and remedies to pursue a claim individually in binding arbitration, but not as a class action. This provision preventing you from bringing, joining or participating in class action lawsuits is an independent covenant. You may opt-out of this Section by providing written notice of your decision within thirty (30) days of the date that you first use the Site.  Any dispute that is not subject to this arbitration Agreement shall be brought in the state or federal courts sitting in Travis County, Texas which shall have exclusive jurisdiction and venue over any such dispute, and you hereby consent to the jurisdiction of such courts.

API LICENSE AGREEMENT

This API License Agreement ("Agreement") is entered into as of the date LICENSEE (as defined below) accepts this Agreement ("Effective Date") by and between SOFFOS, Inc. ("SOFFOS") with an address of 3115 Honey Tree Lane, Austin, Texas, 78746 and the party accepting this Agreement ("LICENSEE") with an address indicated in the LICENSEE Platform ("Platform"). The terms and conditions of this Agreement govern LICENSEE's use and license of all SOFFOS API modules indicated on the Platform that SOFFOS makes generally available ("APIs"), provided the APIs may be updated from time to time. In addition, SOFFOS shall provide LICENSEE with access to SOFFOS Cloud which can host LICENSEE's information uploaded by LICENSEE ("SOFFOS Cloud"). LICENSEE may use the APIs solely in connection with LICENSEE's preapproved applications which approval will be via the Platform and will then be indicated as "live" on the Platform once approved ("LICENSEE Applications).

Terms and Conditions

  1. TERM. The term of this Agreement shall be one (1) year (“Initial Term”). At the end of the Initial Term, this Agreement shall automatically renew for additional one (1) year periods unless terminated by either party sixty (60) days prior to the end of the then-current term. LICENSEE may terminate this Agreement at any time, provided any prepaid fees, including Usage Fees, shall not be refunded.

  2. USAGE CREDITS. Usage Credits are used to pay for Soffos API services. There are 3 types of Usage Credits: (i) "Trial Usage Credits" are given to the LICENSEE'S organization after signup. They can be used by any of the LICENSEE'S approved applications and can only be earned once. Trial Usage Credits expire after one month of creation; (ii) "Paid Usage Credits" are the actual credits paid for by LICENSEE; and (iii) "Bonus Credits" are rewards awarded when the LICENSEE buys Paid Usage Credits as bonus free Usage Credits if the amount of Paid Usage credits falls above a certain threshold, or “tier”. A percentage of the Paid Usage Credits corresponding to the "tier" is awarded as bonus free Usage Credits. The sum of Trial Usage Credits plus Paid Usage Credits plus Bonus Credits is referred to as "Usage Credits" or “LICENSEE Credits” and can be used in all the LICENSEE'S approved applications or Soffos Learning Toolkit. Licensee will see a running total of Usage Credits earned through the Platform.

  3. API USAGE FEE. During the Initial Term LICENSEE (A) for non-Batch (as defined below) API calls shall pay (i) the applicable amount indicated in the Platform per API call plus (ii) the applicable amount indicated in the Platform per 100 characters or (B) for Batch API calls shall pay the applicable amount indicated in the Platform plus (total Batched calls multiplied by characters multiplied by the applicable amount indicated in the Platform) (each of 2(A) and 2(B) the "Usage Fee"). As an example, for non-batch API calls, if LICENSEE passes 50 characters, LICENSEE will pay the API call cost + (Price per character * 50) for the applicable API call. Pricing may change based on SOFFOS' then-current pricing. Usage Fees shall be paid in advance using Usage Credits, which can be purchased in any amount and paid for in advance. Notwithstanding the foregoing, the pricing for the APIs usage and the Storage (as defined below) may fluctuate based on SOFFOS' costs. "Batch" means multiple bodies of text (strings) per API call. The maximum Batch per API call, characters per API call, and characters per minute shall all be indicated in the Platform. Upon requests pursuant to the Platform, LICENSEE may request an increase in the maximum Batches per API call and the maximum characters per minute, subject to maximum limits determined in SOFFOS' sole discretion. When the LICENSEE’s account is in trial mode, the usage limits indicated in the Platform shall apply.

  4. DEVELOPER CREDITS. Licensee can buy Developer Credits that are used to lease Soffos' developers and/or trusted subcontracted partner developer resources to aid LICENSEE in creating their project. Additional Usage Credits are awarded when Developer Credits are purchased. Developer Credits can only be bought as increments of a fixed value, referred as “Developer Price” and indicated in the Platform. The Developer Price and its corresponding value of awarded free Usage Credits can be found on the Platform. When LICENSEE leases a Soffos developer, a marketing officer will contact LICENSEE and Soffos developer(s) and/or trusted subcontracted partner developer resources will be in service of the LICENSEE for the time indicated in the Platform at the per Developer Price indicated in the Platform.

  5. **LIMITS.**Storage. A certain amount of Storage is provided for free. The free Storage amount can be found on the Platform and the LICENSEE can apply for increase and there may be costs. For purposes of this Agreement, "Storage" means the amount of storage required of the SOFFOS Cloud for the content of files ingested at the request of LICENSEE to information and knowledge that is interpretable by the APIs. For clarification, there is no correlation between the size of the files uploaded to the SOFFOS Cloud and the size of the knowledge/information stored on the SOFFOS Cloud.Rate Limits. Limitations are in effect in the Soffos API to avoid misuse and abuse. Limitations are applied to number of requests per minute, number of character input per minute, and number of characters per request (payload size). These limits are implemented in 3 tiers:Batching. APIs can be called using the Batching feature, which allows LICENSEE to merge multiple payloads in a single API call. This means that the base call cost will be paid only once for all payloads. However, there is a limit on how many payloads can be given to a single Batching request. Limits are displayed on the Platform and may change without prior notice.

    Trial mode – The limit is applied on the LICENSEE until Usage Credits are purchased.

    Pre-approval mode – This limit is applied on Applications in the development stage and is lifted when the Project is approved. This limit is higher than the trial mode.

    Live mode – This is the highest rate limit given to Applications which were approved and ready for production. The exact Rate Limits for each case are displayed on the Platform. For all usage limits, the LICENSEE needs to request going beyond these limits and there may be additional costs.

  6. USE. Subject to this Agreement, LICENSEE has a nonexclusive, nontransferable license to use the APIs as described herein. LICENSEE may use the APIs solely in accordance with the documentation, if any, or any other use restrictions contained herein. LICENSEE will be fully responsible for all the necessary computer hardware, software, connections to the Internet and other items necessary for the use of the APIs. Through the APIs, LICENSEE will set a variety of customizable functions (“Settings”) to be used in exchanging data with third party products. LICENSEE is solely responsible for the Settings it selects and implements. SOFFOS Cloud includes SOFFOS' standard support and maintenance and services required to make SOFFOS Cloud available to LICENSEE. For further clarification, any third-party interactions are the sole judgment of the user and SOFFOS takes no responsibility for such actions. Upon termination of this Agreement, SOFFOS shall provide LICENSEE's data in a reasonable format. In no event shall LICENSEE make publicly available any solution or application that access or otherwise use the APIs in any manner without the prior written consent of SOFFOS. For further clarification, LICENSEE may provide access to the APIs to the extent the APIs are embedded in a LICENSEE Project, provided any customer of such LICENSEE Project shall be bound by obligations no less restrictive than the obligations of this Agreement.

  7. USE RESTRICTIONS. Except for the limited license granted herein, LICENSEE shall have no other rights in the APIs, whether express, implied, arising by estoppel or otherwise. LICENSEE does not have the right to (i) distribute, rent, lease, sell, sublicense, assign, or otherwise transfer the APIs in whole or in part, to third parties for commercial or for non-commercial use; or (ii) to the extent only object code is provided to the APIs, modify, disassemble, reverse engineer, or decompile the APIs, or otherwise reduce any part of the APIs to any human readable form. All rights in and to the APIs not expressly granted to LICENSEE in this Agreement, including rights to trademarks and patents, are reserved to SOFFOS. SOFFOS is under no obligation to support or provide maintenance for the APIs or to provide any updates or enhancements to LICENSEE; however, to the extent SOFFOS modifies the APIs, LICENSEE shall implement such modification within sixty (60) days of SOFFOS making the modification available.

  8. SERVICE LEVEL AGREEMENT. SOFFOS’ goal is to provide the APIs availability twenty-four hours per day, seven (7) days per week (referred to as “24x7 Availability”) EXCEPT during times of scheduled updates. However, the parties recognize that 24x7 Availability is only a GOAL, and SOFFOS cannot represent or guarantee that such goal can be achieved. These response time goals apply only to public production servers (i.e., web servers, application servers, and database servers). SOFFOS shall use reasonable efforts to achieve 99% Software availability in North America. The Software availability goal exclude any time the APIs are unavailable for scheduled updates, provided SOFFOS will provide reasonable notice before scheduled updates. SOFFOS does not and cannot control the flow of data to or from SOFFOS’ network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Customer’s connections to the Internet (or portions thereof). Although SOFFOS will use reasonable efforts to take actions it deems appropriate to remedy and avoid such events, SOFFOS cannot guarantee that such events will not occur. Accordingly, SOFFOS disclaims any and all liability resulting from or related to such events.

  9. DATA USE. SOFFOS may aggregate de-identified LICENSEE data with the data of other SOFFOS licensees and analyze personal-identity-free information and user behavior data for any legal purpose including use of aggregate data to (i) help develop new features of the APIs; (ii) recommend areas for examination or improvement; (iii) train algorithms; and (iv) analyze, compare, and benchmark LICENSEE data, provided all personally identifiable information used as described in this Section must be de-identified. No LICENSEE data shall be shared or otherwise disclosed by SOFFOS unless all personally identifiable information and LICENSEE-specific identifiers have been removed therefrom. To the extent that use of LICENSEE data gathered by SOFFOS would require a license, LICENSEE hereby automatically and forever grants such license to SOFFOS.

  10. DEVELOPERS AS A SERVICE. During the term of this Agreement LICENSEE may request application development work ("Deliverables"), provided SOFFOS is under no obligation to create any such Deliverables. Should SOFFOS agree to make developers available to the LICENSEE, LICENSEE shall prepay to SOFFOS monthly the sum indicated in the Platform. LICENSEE may terminate this service at any time. In such cases, the developers that SOFFOS makes available to the LICENSEE will continue working for the remainder of the month for which the LICENSEE has prepaid. For every minimum monthly fee indicated in the Platform the LICENSEE pays to SOFFOS for the Developers as a Service offering, the LICENSEE will receive the amount indicated in the Platform in free Usage Credits, which can be used to pay for usage costs.

  11. FEEDBACK. LICENSEE may provide SOFFOS feedback, suggestions or opinions as to the APIs, its features, and desired enhancements or changes. If LICENSEE provides feedback, suggestions or opinions to SOFFOS regarding any new features, use, functionality, or change to the APIs or any materials related to the APIs LICENSEE hereby agrees to grant, and does grant, SOFFOS all rights needed for SOFFOS to incorporate and commercialize any new feature, use, functionality, or change at no charge or encumbrance to SOFFOS. LICENSEE agrees that SOFFOS may disclose such feedback, suggestions or opinions to any third party in any manner, and LICENSEE agrees that SOFFOS has the ability to sublicense any of the foregoing rights in any feedback, suggestions or opinions or SOFFOS products or services in any form to any third party without restriction.

  12. OWNERSHIP. LICENSEE agrees that the APIs are owned by SOFFOS and/or SOFFOS’ licensors (if any) and are protected by United States and foreign intellectual property laws (e.g., patent and copyright laws) and international treaty provisions. LICENSEE will not remove the copyright notice or any other legends from the APIs. LICENSEE agrees to prevent any unauthorized copying of the APIs. All title and copyrights in and to the APIs, all copies thereof (in whole or in part, and in any form), derivatives of APIs (regardless of whether created for LICENSEE or otherwise) and all rights therein shall remain vested in SOFFOS. Except as expressly provided herein, SOFFOS does not grant any express or implied right to LICENSEE under SOFFOS patents, copyrights, trademarks, trade secret information or other proprietary rights

  13. DISCLAIMER OF WARRANTY. The APIs and Deliverables are provided without warranty in their current “AS IS” condition only for purposes of using the APIs and Deliverables with SOFFOS. SOFFOS MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

  14. INDEMNIFICATION. LICENSEE will defend, indemnify and hold SOFFOS and, its officers, directors and employees and agents harmless from and against any liabilities, losses, damages and expenses (including court costs and reasonable attorney’s fees), arising out of or in connection with any use or misuse of the APIs or data accessed or provided through the APIs including, but not limited to, any breaches of third-party systems and any use by LICENSEE's customers through the LICENSEE Applications.

  15. LIMITATION OF LIABILITY. IN NO EVENT SHALL SOFFOS BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE LESSER OF (i) THE AMOUNT PAID HEREUNDER DURING THE ONE YEAR PERIOD PRECEDING THE CLAIM AND (ii) AND $100, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL SOFFOS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

  16. GOVERNING LAW. This Agreement shall be governed and interpreted by the internal laws of the state of Texas without regard to the conflicts of law provisions thereof.Any action or suit related to this Agreement shall be brought in Austin, Texas and each party hereby consents to the exclusive jurisdiction of such courts.

  17. IMPORT/EXPORT. LICENSEE is hereby provided notice, and agree and acknowledge, that the APIs, their source code, and documentation, may be subject to restrictions on use, release, transfer, importation, exportation and/or re-exportation under the laws and regulations of the United States or other countries (“Applicable Laws”), which include but are not limited to, U.S. export control laws such as the Export Administration Regulations and national security controls as defined thereunder, as well as State Department controls under the U.S. Munitions List. LICENSEE further agree that the APIs, their source code, and documentation, will not be used, released, transferred, imported, exported and/or re-exported in any manner prohibited under Applicable Laws, including U.S. export control laws regarding specifically designated persons, countries and nationals of countries subject to national security controls as provided in License Exception TSR of the Export Administration Regulations and any successor regulations.

  18. TERMINATION. Either party may terminate this Agreement immediately for material breach, provided, however, that the terminating party has given the other party at least thirty (30) days written notice of and the opportunity to cure the breach. This Agreement may be terminated by either party upon sixty (60) days written notice. Upon termination of this Agreement, LICENSEE must delete or destroy all copies of the APIs. Sections 3, 7, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19, 20, 21, 22, and 23 shall survive any expiration or termination of this Agreement.

  19. ADVERTISING. LICENSEE may place advertising of any type on web pages where the APIs are utilized or referenced with the exception of any (i) advertisements for pornographic or adult oriented services; (ii) products or content, advertisements promoting illegal activities; or (iii) other advertisements in violation of any law.

  20. ASSIGNMENT. LICENSEE may not assign or transfer this Agreement via operation of law or otherwise without the prior written consent of SOFFOS. Any attempted assignment or transfer in contravention of this Agreement shall be null and void.

  21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter hereof.This Agreement may not be amended except by a written document signed by both parties.

  22. SEVERABILITY. Each provision of this Agreement is a separately enforceable provision.If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.

  23. NO WAIVER. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

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