This Master Subscription Agreement (“Agreement”) is between STUDD AI, LLC, a Tennessee limited liability company (“STUDD AI” or “Provider”) and the entity accepting the terms of this Agreement (“Customer” “You” or “Your”) and governs Customer's access to and use of the Services and Provider’s provision of the Services. This Agreement is effective on the date of Customer's acceptance of this Agreement (the “Effective Date”). CUSTOMER ACCEPTS THIS AGREEMENT BY: (1) BY SELECTING A PRICE LEVEL ON OUR WEBSITE; (2) MAKING PAYMENT; OR (3) ACCESSING THE SERVICES.
BY EXECUTING THIS AGREEMENT, THE CUSTOMER AGREES TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, AND THE CUSTOMER IS PERMITTED TO PROCEED TO ACCESS THE SERVICES. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, PROVIDER IS UNWILLING TO GRANT CUSTOMER ANY RIGHTS TO USE THE SERVICES, AND CUSTOMER MUST STOP INSTALLING AND ACCESSING THE SERVICES.
YOU ARE PROHIBITED FROM SHARING, DISCLOSING, OR SELLING ANY TYPE OF INFORMATION WHATSOEVER YOU LEARN ABOUT ANY OTHER CONTRACTOR OR SUBCONTRACTOR WHILE USING THE SERVICES.
USE OF THE SERVICES DOES NOT CONSTITUTE LEGAL ADVICE. STUDD AI, LLC IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE OR LEGAL SERVICES. YOUR USE OF THE SERVICES FORMS NO ATTORNEY-CLIENT RELATIONSHIP. DEADLINE ALERTS AND NOTIFICATIONS ARE BASED SOLELY ON DATES AND INFORMATION YOU PROVIDE AND DO NOT CONSTITUTE A DETERMINATION THAT ANY LIEN CLAIM IS VALID, TIMELY, ENFORCEABLE, OR APPROPRIATE UNDER APPLICABLE LAW. CONSTRUCTION LIEN LAWS ARE COMPLEX AND FACT-SPECIFIC. YOU SHOULD CONSULT A LICENSED ATTORNEY IN YOUR JURISDICTION BEFORE FILING ANY LIEN CLAIM OR MAKING ANY LEGAL DECISION BASED ON INFORMATION PROVIDED BY THE SERVICES.
1. THE SERVICES
The “Services” means STUDD AI’s proprietary web-based SaaS software application and AI feature called Cortex (the “AI Feature”). STUDD AI provides an AI-powered financial operations platform for the construction industry. The platform currently includes: Titan — subcontractor business management (including invoicing, AR/AP tracking, GC relationship management, compliance tracking, and a trade reference library) and Cortex — a shared intelligence layer providing construction industry knowledge, pattern recognition, and cross-product data insights.
1(a). STUDD AI will never do the following:
Recommend specific investment products or securities
Recommend specific insurance, loan, or credit products
Provide tax planning or tax filing advice
Provide legal or estate planning advice
Recommend any product or service from which STUDD AI receives compensation
The Services may include:
financial data aggregation and transaction analysis;
AI-generated conversation-based guidance powered in part by third-party AI models (including Anthropic’s Claude API);
summaries, projections, and informational outputs.
STUDD AI does not provide banking services, legal services, investment services, brokerage services, lending services, or insurance services. Nothing in the Services or any Output constitutes financial advice, tax advice, or legal advice. Provider is not a licensed financial planner, investment advisor, or tax professional in any jurisdiction. Customer should consult with appropriately licensed professionals before making any financial, legal, or tax decision based on information provided by the Services.
STUDD AI is not a registered investment adviser, broker-dealer, financial planner, CPA, tax advisor, or law firm. STUDD AI does not provide legal advice, tax advice, or investment advice.
The Service provides general financial information and educational guidance, not personalized financial advice.
“Financial information” includes general educational material, budgeting suggestions, spending summaries, and generalized guidance that is not tailored to your full financial situation.
“Financial advice” typically includes individualized recommendations about investments, taxes, legal matters, or financial strategies based on your specific personal circumstances and may only be provided by licensed professionals.
STUDD AI provides financial information, not financial advice.
You understand and agree that the Service uses AI-generated outputs that may be incorrect, incomplete, misleading, outdated, or unsuitable.
AI-generated responses may contain errors relating to:
transaction categorization;
spending totals;
income calculations;
cashflow projections;
savings suggestions;
budget allocations;
general financial recommendations.
Liens and lien deadlines.
You should verify all information independently before making any financial decisions.
You are solely responsible for any financial decisions you make. STUDD AI is not responsible for losses, damages, penalties, fees, tax consequences, or missed opportunities resulting from reliance on the Services.
STUDD AI does not guarantee:
any specific financial outcome;
accuracy of transaction categorization;
completeness of financial account data;
correctness of AI-generated guidance; or
availability of any financial institution connection.
Provider may integrate with third-party AI and technology providers, including but not limited to Anthropic and Cloudflare. Provider does not control and is not responsible for the availability, performance, accuracy, or policies of such third-party services. By using the Services, you acknowledge and agree that your use is also subject to the applicable terms of such third-party providers, including:
Anthropic
Cloudflare
“Payment Processor” Stripe, the third-party payment processing service used by STUDD AI to process subscription billing. Customer’s use of the payment service is also subject to the Payment Processor’s terms of service and privacy policy.
"Users" means individuals authorized by Customer to use the Services. Customer is responsible for Users and their compliance.
2. SERVICES ACCESS
Provider grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term for internal business purposes. Provider may update the Services at any time. Provider will provide standard updates, maintain reasonable infrastructure, and offer support during business hours.
Customer shall not: (i) sublicense, sell, copy, modify, reverse engineer, or misuse the Services including the AI models; (ii) use the Services unlawfully; introduce harmful code; or attempt unauthorized access. (iii) benchmark, test, evaluate, or analyze the Services or Models for purposes of competitive comparison, public disclosure, or publication without Provider’s prior written consent; (iv) use the Services or any outputs to develop, train, validate, or improve any competing products, services, or models; or (v) engage in model extraction, model inversion, training data reconstruction, prompt harvesting, automated querying, or any other activity intended to infer, replicate, or reproduce the Models or Provider’s proprietary technology.
Customer shall use the Services solely through the interfaces provided by Provider and shall implement reasonable safeguards to prevent unauthorized access to or disclosure of the Models. Customer acknowledges that any breach of this Section would cause irreparable harm to Provider for which monetary damages would be inadequate, and Provider shall be entitled to injunctive relief and all other remedies available at law or in equity without the requirement of posting bond.
We warrant 96% uptime for the Services and components specific to and wholly controlled by STUDD AI, excluding scheduled maintenance or upgrade time. We make no warranty of the platforms that Our Services may depend upon that are utilized by the third-party provider that hosts the Services. For any period that the SLA is not met, We will provide a pro-rated refund to You for the portion of the service package affected, provided that You promptly notify Us in writing and We verify the service outage. From time to time, We may upgrade the Services' infrastructure, which may require marginal downtime of the Services. We will notify Your registered administrative user by email, a minimum of seven (7) days in advance of scheduled maintenance.
Provider maintains commercially reasonable safeguards, including encryption in transit (TLS 1.2+) and at rest, but is not responsible for Customer systems.
3. CUSTOMER RESPONSIBILITIES
Customer controls and is responsible for all Customer Content, compliance with law, and User conduct. Customer must maintain security measures, ensure authorized use, notify Provider of issues, and cooperate in resolving incidents.
3.1 Assessing the AI Feature as a Customer. You agree that it is solely Customer's responsibility to (a) inform its users and any other users of any relevant Customer policies and practices and any settings that may impact the processing of Content; (b) obtain any rights, permissions or consents from Customer's users and any authorized users that are necessary for the lawful use of Content and the operation of the Services; (c) ensure that the transfer and processing of Input is lawful; and (d) respond to and resolve any dispute with you and any other user relating to or based on Customer's failure to fulfill these obligations.
3.2. Customer shall:
Implement and maintain appropriate security measures, including, but not limited to, firewalls, intrusion detection and prevention systems, antivirus software, and access controls, to protect the Customer's systems and networks used for accessing the Services and viewing data obtained from the Services.
Ensure that all individuals accessing the Services through the Customer's systems and networks are properly authorized and trained in the handling of sensitive data.
Promptly notify the Provider of any errors within the Services, security breaches or unauthorized access to the Customer's systems or networks that may affect the security of data accessed through the Services.
Must designate authorized personnel to communicate with the support team and coordinate any necessary actions on their end. Any unauthorized personnel will be denied access, and no information will be provided to them.
3.3 Subprocessors and Affiliates. Provider may disclose and make Customer Content available to its affiliates and authorized subprocessors, including cloud infrastructure providers, analytics providers, and data labeling services, for the purposes outlined in this Agreement. Provider shall remain responsible for compliance with its data protection obligations with respect to such subprocessors.
3.4 Data Processing Addendum (DPA). This Section constitutes the Data Processing Addendum between Provider (as Data Processor) and Customer (as Data Controller) for the processing of personal data in connection with the Services. Enterprise and government customers may execute a standalone DPA incorporating the terms of this Section and any additional provisions mutually agreed in writing.
3.4.1 Roles of the Parties.
For purposes of applicable data protection law, the parties agree that: (a) Customer is the controller/business with respect to personal data within Customer Content; and (b) Provider is the processor/service provider processing such personal data on Customer's behalf solely to provide the Services.
3.4.2 Processing Instructions.
Provider will process personal data only in accordance with Customer's documented instructions as reflected in this Agreement, except where required by applicable law. Provider will promptly inform Customer if an instruction, in Provider's reasonable opinion, violates applicable data protection law.
3.4.3 Authorized Subprocessors.
Customer hereby authorizes Provider's use of the following current subprocessors to process Customer Content in connection with the Services:
Provider will notify Customer at least thirty (30) days before adding or replacing any subprocessor that will process Customer Content. Customer may object to a new subprocessor on reasonable, documented grounds within fifteen (15) days of notice. If Provider cannot address Customer's objection, Customer may terminate the affected Services upon written notice without penalty.
3.4.4 Subprocessor Obligations.
Provider will impose data protection obligations on each subprocessor that are no less protective than those in this Agreement. Provider remains fully liable to Customer for each subprocessor's performance of its data protection obligations. Provider will maintain and make available to Customer, upon request, a current list of authorized subprocessors at studd.ai/subprocessors or such successor URL as Provider may designate.
3.4.5 Data Handling Obligations.
Provider will:
Confidentiality: ensure that personnel authorized to process Customer Content are bound by confidentiality obligations and access personal data only on a need-to-know basis;
Security: implement and maintain appropriate technical and organizational security measures designed to protect Customer Content against unauthorized or unlawful processing, accidental loss, destruction, or damage, including encryption in transit (TLS 1.2 or higher) and at rest;
Purpose Limitation: process Customer Content only for the purposes of providing the Services as described in this Agreement, and not for Provider's independent business purposes except as expressly permitted under Section 4.7 (Usage, Derived, and Aggregated Data);
Data Minimization: collect and process only the minimum Customer Content necessary to deliver the Services;
No Selling: not sell, rent, or otherwise make available Customer Content to any third party for such third party's independent commercial purposes; and
Return or Deletion: upon termination or expiration of this Agreement, return Customer Content or delete it (including copies held by subprocessors) within thirty (30) days of Customer's written request, except as required by applicable law. Provider will provide written confirmation of deletion upon Customer's request.
3.4.6 Data Subject Rights.
Provider will assist Customer, using appropriate technical and organizational measures, in responding to data subject requests exercising rights under applicable data protection law (including rights of access, correction, deletion, and portability) to the extent such rights apply to personal data processed by Provider on Customer's behalf. Provider will forward any data subject request received directly by Provider to Customer within five (5) business days of receipt.
3.4.7 Customer Audit Rights.
Upon at least thirty (30) days' prior written notice (and no more than once per calendar year absent a documented security incident or regulator requirement), Customer may audit Provider's data processing practices for compliance with this Section 3.4 by:
Documentation Review: requesting and reviewing Provider's then-current security documentation, audit reports, certifications, and subprocessor agreements (subject to confidentiality redactions);
Questionnaire: submitting a written security questionnaire, to which Provider will respond within thirty (30) days; or
Third-Party Audit: if Documentation Review and questionnaire responses are insufficient to address a documented, good-faith compliance concern, engaging a mutually agreed third-party auditor, at Customer's expense, subject to a confidentiality agreement. Provider may object to any proposed auditor that is a competitor of Provider or that would require disclosure of Provider's trade secrets or third-party confidential information.
Any audit must be conducted during normal business hours with reasonable advance coordination and must not unreasonably interfere with Provider's operations. Enterprise and government customers with audit rights under applicable law or regulation may negotiate expanded audit rights in a standalone DPA.
3.4.8 International Data Transfers.
The Services are currently available only within the United States. Customer Content is stored and processed in the United States by Provider and its subprocessors. To the extent Customer submits personal data of individuals located outside the United States, Customer represents that it has obtained all legally required authorizations for such transfer. Provider will cooperate with Customer to implement appropriate transfer mechanisms if required by applicable law.
3.4.9 Regulatory Cooperation.
Each party will reasonably cooperate with the other in responding to regulatory inquiries, investigations, or orders related to the processing of Customer Content under this Agreement. Provider will notify Customer promptly (and in no event later than five (5) business days) of any regulatory inquiry or order that specifically relates to Customer Content.
3.5 Data Breach Notification. This Section establishes reciprocal obligations for the detection, assessment, containment, and notification of security incidents and personal data breaches affecting Customer Content processed in connection with the Services.
3.5.1 Definitions.
"Security Incident" means any confirmed or reasonably suspected unauthorized access to, disclosure of, loss of, or destruction of systems or data processed under this Agreement, whether or not involving personal data.
"Personal Data Breach" means a Security Incident involving the unauthorized access to, acquisition of, use of, disclosure of, modification of, or destruction of personal data within Customer Content that creates a reasonable risk of harm to any individual, or that triggers notification obligations under applicable federal or state law.
3.5.2 Provider Notification Obligations.
Upon discovering or receiving reliable notice of a Security Incident or Personal Data Breach that affects Customer Content, Provider will:
Initial Notice — 72 Hours: notify Customer's designated security contact (or, if none is designated, Customer's registered administrator) within seventy-two (72) hours of confirming the incident, or within the timeframe required by applicable law if shorter. Initial notice may be provided before all facts are known and will be updated as additional information becomes available;
Notice Content: include in the initial or follow-up notice, to the extent then known: (a) the nature and scope of the incident; (b) the categories and approximate number of individuals and records affected; (c) the likely consequences of the incident; (d) the measures taken or proposed to address the incident and mitigate its effects; (e) the name and contact information of Provider's designated security contact; and (f) whether any subprocessor was involved and which one;
Containment and Remediation: take prompt steps to contain the incident, investigate its scope and cause, and implement remediation measures designed to prevent recurrence; and
Ongoing Updates: provide Customer with material updates as new information becomes available, and a written incident report summarizing root cause, affected data, and remediation steps within thirty (30) days of the incident being contained, or such shorter period as required by law.
3.5.3 Customer Notification Obligations (Reciprocal).
Customer will notify Provider within forty-eight (48) hours of discovering or reasonably suspecting any Security Incident or Personal Data Breach originating from Customer's systems, networks, or authorized users that may affect the Services, other customers of Provider, or data processed by Provider under this Agreement. Customer's notice will include: (a) a description of the incident; (b) the systems and data potentially affected; and (c) Customer's preliminary assessment of scope and impact. Customer will cooperate with Provider's investigation and implement reasonable remediation measures.
3.5.4 Regulatory and Individual Notification.
As between the parties, Customer (as Data Controller) is responsible for determining whether a Personal Data Breach requires notification to regulatory authorities or affected individuals under applicable law (including state breach notification laws), and for making such notifications. Provider will provide reasonable assistance to Customer in meeting its regulatory notification obligations, including by providing information about the incident within Provider's knowledge. Customer may not make any public statement, press release, or regulatory filing that identifies Provider by name in connection with a Security Incident without Provider's prior written consent, which will not be unreasonably withheld if required by applicable law.
3.5.5 Subprocessor Incidents.
Provider will impose data breach notification obligations on each authorized subprocessor that are no less protective than those in this Section 3.5. Provider will notify Customer of a Security Incident or Personal Data Breach confirmed at a subprocessor within the same seventy-two (72) hour window specified in Section 3.5.2, measured from the time Provider becomes aware of the subprocessor incident.
3.5.6 Designated Security Contacts.
Each party will designate a security contact for purposes of this Section 3.5 and Section 3.4 and will maintain current contact information on file with the other party. Provider's designated security contact is: [email protected] (subject to update by Provider upon written notice). Customer's designated security contact is the individual designated in writing by Customer, or if none is designated, Customer's registered administrator account. Security notices sent to the designated contact are deemed received on delivery.
3.5.7 No Admission of Liability.
Neither party's issuance of a breach or incident notification under this Section constitutes an admission of liability, negligence, or fault. Breach notification obligations are independent of, and do not expand or limit, the indemnification obligations in Section 8 or the limitation of liability in Section 9.
3.6 Data Retention & Deletion
Provider retains Personal Data for the duration of the Subscription Term and for different periods of years according to certain types of data as outlined in Paragraph 12 of Our Privacy Policy, or as required by applicable law. Upon Customer’s verified deletion request, Provider will delete or anonymize Personal Data within forty-five (45) days, subject to any legal hold obligations.
4. ARTIFICIAL INTELLIGENCE, DATA AND INTELLECTUAL PROPERTY
4.1 ARTIFICIAL INTELLIGENCE. The Provider's Services include the use of predictive algorithms (the “AI Feature”) commonly referred to as artificial intelligence technologies. Customer agrees and acknowledges that: (a) the quality of the outputs resulting from predictive algorithms depends largely from the quality of the inputs, (b) the predictive algorithms analyzes the Input based on pre-determined and pre-identified parameters, and unless an Order Form specifies otherwise, such as through the use of machine learning, the outputs from the Provider’s Services depend on the parameters identified as part of the implementation, (c) the choice of parameters and the types of Customer Content inputted in the Provider's Services may carry assumptions, bias and limitations which will affect the effectiveness, quality, representativeness and accuracy of the outputs, (d) the algorithms within the Provider’s Services do not replace decision-making. They are intended to provide additional knowledge to support judgment by natural individuals, and not to replace judgment. Customer remains responsible for any judgments and decisions taken as a result of the outputs or the Provider's Services, and Customer agrees and acknowledges that Provider shall have no liability for any of decisions resulting from the use of the outputs or the Provider's Services, and (e) Applicable Laws may provide for additional requirements regarding the use of artificial intelligence technologies in certain contexts or projects. Customer is solely responsible for identifying and complying with the requirements applicable to the implementation of artificial intelligence in Customer’s business processes and generally speaking, for the use of the Provider's Services.
4.2 Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, the use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.
When you use our Services you understand and agree:
Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
Our Services may provide incomplete, incorrect, or offensive Output that does not represent Provider’s views. If Output references any third-party products or services, it doesn’t mean the third-party endorses or is affiliated with Provider.
“Customer Content/Inputs” means all data, text, files, images, documents, prompts, instructions, and other materials that Customer (or its users) submits to the Services, including any data uploaded or integrated through APIs (“Inputs”). Customer represents and warrants that it has all rights, licenses, and permissions needed to provide Input to Provider’s Services.
“Outputs” means the responses, recommendations, predictions, reports, summaries, classifications, or other content generated by the AI Services based on Customer Content and Customer’s use of the Services.
Limitations of Outputs; Notice to Users. It is the Customer's responsibility to evaluate whether Outputs are appropriate for the Customer's use case, including for artificial intelligence purposes, and where human review is appropriate, before using or sharing Outputs. Customer acknowledges, and must notify its Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading, or not reflective of recent events or information. Customer further acknowledges that Outputs may contain content inconsistent with Provider’s views.
“Usage Data” means data and technical and operational information about Customer’s access to or use of the Services, such as login events, telemetry, metadata, analytics, system activity, API calls, feature usage, performance metrics, diagnostic information, and error logs, but not the substance of Customer Content or Outputs.
“Aggregated Data” means data that has been combined with other customers’ data that has been aggregated, anonymized, or de-identified such that it cannot reasonably be used to identify Customer, any individual, or any specific customer usage patterns.
“Derived Data” means insights, statistics, trends, or analytical information created from processing Usage Data or Aggregated Data, provided that such data does not identify Customer or reveal Customer Content.
“Training Data” means data used to train, fine-tune, improve, or build machine learning models, including foundation models, vendor models, or customer-specific models.
“Opt-In Consent” means an affirmative, explicit, and informed action by Customer (or its End Users, where applicable) indicating agreement to the use of your inputs and data that have not been de-identified for Training, such as selecting an unchecked box, executing an addendum, or enabling a feature setting.
Customer owns all Customer Content (Inputs)
Customer owns Outputs generated for Customer, with the exception that Provider owns all Usage Data, Derived Data & Aggregated Data
Customer grants Provider a limited license to process Customer Content solely to:
Provide and maintain the Services
Support and secure the platform
Provider will not use Customer Content, Inputs, or Customer-specific Outputs that have not been de-identified to train, fine-tune, or improve any artificial intelligence or machine learning models without Customer’s prior written consent.
Pursuant to Paragraph 4.7, Provider may:
Use Usage Data (e.g., logs, telemetry)
Use Aggregated Data (fully de-identified); and
Derived Data
Such data will:
Not identify Customer
Not include Customer Content
Provider will not use Customer Content for:
Cross-customer model training
Generalized AI training datasets
Provider owns all right, title, and interest in and to Usage Data, Aggregated Data, and any Derived Data, including all intellectual property rights therein.
Usage Data, Aggregated Data, and Derived Data:
(a) do not constitute Customer Content;
(b) do not identify Customer or any individual; and
(c) are not considered derivative works of Customer Content.
4.7.1 Permitted Use. Provider may collect, use, process, analyze, modify, and create derivative works from Usage Data, Aggregated Data, and Derived Data for any lawful business purpose, including:
(a) operating, maintaining, and improving the Services;
(b) developing analytics, benchmarks, and insights; and
(c) developing, training, testing, and improving machine learning models, provided that no Customer Content is used for such purposes.
Provider will not attempt to re-identify such data.
4.7.2 Commercialization. Provider may commercialize, license, sell, share, publish, and otherwise exploit Usage Data, Aggregated Data, and Derived Data in any form, including as part of products or services offered to third parties, provided that such data:
(i) is aggregated and/or de-identified;
(ii) does not identify Customer or any individual; and
(iii) does not include or disclose Customer Content or Customer-specific Outputs.
Restriction. Provider will not sell, license, disclose, or otherwise make available Customer Content or Customer-specific Outputs to any third party except as necessary to provide the Services.
Restriction on Re-Identification. Provider will not attempt to re-identify Customer or any individual from Aggregated Data or Derived Data.
No Conflict with Training Restriction. For clarity, the rights granted in this Section do not permit Provider to use Customer Content, Inputs, or Customer-specific Outputs that have not been de-identified for training or improving general-purpose or shared machine learning models.
4.8 Vendor Intellectual Property / Services Ownership. Customer agrees that all rights, title, and interest in and to all intellectual property rights in the Services and Documentation (including without limitation (i) the software code and source code (collectively, the “Software”) created and used to provide the Services including all interfaces, workflows, and documentation, improvements, enhancements, and modifications; (ii) the underlying technology used to generate Output and Content (iii) key performance indicators (KPIs), (iv) any pre-existing materials or technology used by Provider and (v) all Usage Data owned by Provider that Customer might have access to in its use of the Services are protected under copyright, trademark and other laws and are retained and owned exclusively by Provider or its licensors. Provider and its licensors retain full ownership of all rights, title, and interest to all other intellectual property rights in and to the Services, including without limitation the Documentation, Software, APIs, customizations, and enhancements utilized by or developed by Provider in performing its obligations under this Agreement.
4.9 Intellectual Property Protection; Trade Secrets; Use Restrictions. Customer acknowledges and agrees that Provider’s machine learning models, algorithms, architectures, system designs, training methodologies, workflows, prompts, parameter weights, embeddings, prompts, documentation, and all related improvements and derivatives (collectively, the “Models”) constitute valuable proprietary information and trade secrets of Provider. Provider retains all right, title, and interest in and to the Models and all intellectual property rights therein, and no rights are granted to Customer except the limited right to access and use the Services in accordance with this Agreement. Provider also owns the Services, Derived Data (excluding identifiable User Content delivered as Output), Usage Data, Aggregated Data; and De-Identified Data.
Except as expressly permitted herein, Customer shall not, and shall not permit any third party to, directly or indirectly: (a) access, copy, reverse engineer, decompile, disassemble, derive source code from, or otherwise attempt to discover the underlying structure, design, parameters, weights, or functioning of the Services and Models; (b) benchmark, test, evaluate, or analyze the Services or Models for purposes of competitive comparison, public disclosure, or publication without Provider’s prior written consent; (c) use the Services or any outputs to develop, train, validate, or improve any competing products, services, or models; or (d) engage in model extraction, model inversion, training data reconstruction, prompt harvesting, automated querying, or any other activity intended to infer, replicate, or reproduce the Models or Provider’s proprietary technology.
Customer shall use the Services solely through the interfaces provided by Provider and shall implement reasonable safeguards to prevent unauthorized access to or disclosure of the Models. Customer acknowledges that any breach of this Section would cause irreparable harm to Provider for which monetary damages would be inadequate, and Provider shall be entitled to injunctive relief and all other remedies available at law or in equity without the requirement of posting bond.
The obligations and restrictions outlined in this Section shall survive any termination or expiration of this Agreement for so long as the Models or related information remain confidential or constitute trade secrets under applicable law, and in any event shall survive indefinitely with respect to Provider’s trade secrets.
Customer acknowledges:
AI outputs may be inaccurate, incomplete, or biased
Outputs are not professional advice
Customer is responsible for all decisions and use
Provider is not liable for:
Output accuracy
Third-party AI systems
5. BILLING AND PAYMENT.
The Services are offered through a monthly subscription fee plan. Customers sign up for the Services via the Provider’s website, studd.ai. Customer agrees to pay all subscription fees.
Fees are non-refundable
Failure to pay may result in suspension
Taxes are the customer’s responsibility
5.1 STUDD AI offers one subscription tier. All tiers include unlimited users at no additional per-seat charge.
Single subscription tier. $99/month for found customers (first 50 signups, price locked for as long as subscription remains active and continuously paid). $149/month standard pricing for all customers after the first 50.
Feature availability and tier definitions may be updated. Material changes to your current tier require a 30-day notice.
The first fifty (50) subscribers to any STUDD AI tier are designated "Founding Members." Enrollment closes automatically when the 50th subscription is confirmed. This is tracked in real time via a live counter on studd.ai.
Founding Members lock in their subscription price at the rate in effect at the time of enrollment. StuddAI agrees to maintain Customer’s pricing so long as Customer maintains uninterrupted paid subscriptions. This price will not increase for the duration of a continuous, uninterrupted subscription — regardless of future price changes to the tier.
The price lock is:
Contractual, not promotional. It survives general price increases.
Tied to a continuous subscription. If a Founding Member cancels and later resubscribes, they re-subscribe to the StuddAI Services at the then-current public price and lose Founding Member status.
Non-transferable. Founding Member status cannot be assigned or sold to another party.
Tier-specific. Upgrading to a higher tier locks the new tier’s current price. Downgrading locks the lower tier’s current price. The original tier’s locked price is forfeited.
Founding Members earn a Loyalty Discount Bonus that stacks on top of their locked price:
Flat 15% loyalty discount applied automatically beginning at month 7 of continuous subscription. Discount resets to zero if the customer cancels. On resubscription, a new 7-month continuous period must elapse before the discount reapplies.
Loyalty Bonuses are calculated from the Founding Member’s locked rate, not from any future public price. The bonus resets to 0% if the subscription is interrupted, terminated or cancelled.
5.3 Pre-Charge Disclosure and Affirmative Consent
Provider will present all material subscription terms — including the monthly fee, billing start trigger, auto-renewal terms, no-refund policy (and applicable exceptions), price change process, and cancellation mechanism — clearly and conspicuously on the enrollment page, immediately adjacent to the subscription confirmation button, prior to any charge being initiated. For Founding Members, the disclosure will additionally set forth: (a) the Founding Member price lock and loyalty discount bonus; and (b) the permanent and irrevocable forfeiture of Founding Member status, price lock, and loyalty discount upon cancellation, with no grace period or reactivation window. Customer’s affirmative consent to these terms will be obtained through one or more unchecked checkboxes at the point of enrollment. Provider will log the user ID, timestamp, IP address, and checkbox state for each enrollment event and will retain such records for a minimum of three (3) years.
5.4 Annual Reminder Notice
Provider will send Customer an annual subscription reminder notice on or about each subscription anniversary date. The notice will include: (a) the then-current monthly fee (or, for Founding Members, the locked rate and loyalty discount status); (b) the payment method on file; (c) the next billing date; and (d) instructions for cancellation. For Founding Members, the annual reminder will additionally include a reminder of the permanent forfeiture consequences of cancellation. Annual reminders will be sent to Customer’s registered administrator email address.
6.1(a) Term; Renewals; Cancellation
(i) Auto-Renewal. Monthly subscription terms renew on the same calendar day as the subscription start date (the “Monthly Renewal Date”).
(ii) How to Cancel. Customer may cancel its subscription at any time by: (A) logging in to its account at studd.ai and navigating to Account Settings → Subscription → Cancel Subscription; or (B) sending a cancellation request by email to [email protected]. Provider will confirm all cancellations in writing by email to Customer’s registered administrator, with the cancellation effective date and the last day of access. Provider will process cancellation requests within one (1) business day of receipt.
(iii) 10-Day Notice to Avoid Next Charge. To avoid being charged for the next monthly billing period, Customer must submit its cancellation request at least ten (10) days before the Monthly Renewal Date. If Customer cancels within 10 days of the Monthly Renewal Date, the cancellation will take effect at the end of the next billing period, and Customer will be charged for that next period. This notice requirement does not apply to warranty-based terminations under Sections 7.2(c) or 7.2(d).
(iv) Access After Cancellation. Following cancellation, Customer will retain access to the Services through the last day of the then-current paid billing period.
(v) Founding Member Forfeiture. If Customer is a Founding Member, cancellation of Customer’s subscription permanently and irrevocably forfeits Customer’s Founding Member status, price lock, and loyalty discount bonus. There is no grace period and no reactivation window. If Customer resubscribes after cancellation, Customer will pay the then-current standard subscription price as a standard subscriber and will not be eligible for Founding Member pricing or benefits.
6.2 Provider may suspend or terminate this Agreement for:
Customer non-payment
Customer’s Breach of the Agreement
Legal or security risks
6.3 Upon termination:
Customer access to the Services ends
Customer’s Data will be returned to Customer or deleted upon request
Provider may retain aggregated, de-identified data
7. REPRESENTATIONS AND WARRANTIES.
7.1 By Each Party. Each party represents and warrants that it has the power and authority to enter into this Agreement and that its respective provision and use of the Services is in compliance with laws applicable to each party.
7.2 Provider Warranties and Remedies.
(a) Performance Warranty. Provider warrants that the Services will perform materially in accordance with this Agreement during the Subscription Term. Provider does not warrant that the Services will be completely error-free or uninterrupted
(b) Malicious Code. Provider warrants that, to the best of its knowledge, the Services are free from software viruses, worms, Trojan horses, or other code intended to cause harm ("Malicious Code"), and Provider shall not knowingly introduce Malicious Code into the Services. Provider is not in breach of this warranty if Malicious Code is introduced by Customer, a Third-Party, or a Sub-Processor
(c) Error Correction — Primary Remedy. If Customer notifies Provider of a reproducible error that constitutes a breach of the warranty in Section 7.2 (a) (an "Error") within thirty (30) days of experiencing such Error, Provider shall, at its expense:
(i) use commercially reasonable efforts to correct or provide a workaround for the Error; or
(ii) if Provider is unable to correct or provide a workaround within sixty (60) days of receiving notice, Customer may terminate this Agreement upon written notice to Provider and receive a pro-rata refund of prepaid fees for the period during which the Services were demonstrably unusable, as measured from the date of Customer's written notice to Provider through the date of termination.
(d) Material Defect — Termination Right. If a defect is so fundamental in nature that it cannot reasonably be addressed through the Error correction process in Section 7.2(c) — for example, a core feature of the Services is entirely non-functional — Customer may provide written notice to Provider describing the material defect with specificity. If Provider does not cure the defect within thirty (30) days of such notice, Customer may terminate this Agreement and receive a pro-rata refund for the unused portion of any prepaid Subscription Term remaining as of the termination date. For the avoidance of doubt: (1) a defect eligible for Error correction under Section 7.2(c) must exhaust the sixty (60) day cure process before it may be treated as a material defect under this Section 7.2(d); and (2) the refund under this Section 7.2(d) is limited to prepaid, unused fees and does not include fees already consumed.
(e) Uptime Credits. Service level credits for downtime, as outlined in Section 2, are a separate operational remedy independent of the warranty remedies in this Section 7. Uptime credits may be claimed concurrently with warranty remedies and do not reduce or offset any refund owed under Sections 7.2(c) or 7.2(d).
(f) Warranty Exclusions. The warranties in this Section 7.2 do not apply to any Error caused by: (i) Customer or its Users; (ii) use of the Services in a manner inconsistent with its intended purpose or Provider's documentation; (iii) Customer hardware or software that has been modified in a manner that materially adversely affects the Services; or (iv) any equipment, software, or materials used by Customer contrary to Provider's instructions.
(g) Exclusive Remedy. THE REMEDIES OUTLINED IN THIS SECTION 7.2 ARE PROVIDER'S SOLE OBLIGATION AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF PROVIDER'S WARRANTIES UNDER THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7.2 AND SECTION 2 (UPTIME CREDITS), CUSTOMER WAIVES ALL OTHER RIGHTS AND REMEDIES AT LAW OR IN EQUITY WITH RESPECT TO WARRANTY CLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
7.3 By Customer. Customer represents and warrants that it has obtained all necessary consents and permissions from data subjects for the submission and processing of Customer Content before submission to the Services.
7.4 WARRANTY DISCLAIMERS. AI Output Disclaimer. Provider does not guarantee that any output generated by the Services, including the AI Feature or any integrated LLMs, will be accurate, complete, reliable, or suitable for any particular purpose. Customer acknowledges that outputs may contain errors, omissions, or inaccuracies and agrees that Customer is solely responsible for independently reviewing, validating, and determining the appropriateness of any such output prior to use or reliance.
Provider does not warrant that outputs generated by the Services will meet Customer’s requirements or expectations, and Customer assumes all responsibility for evaluating the accuracy, completeness, and usefulness of such outputs in its specific use case.
YOU SHOULD EVALUATE THE FITNESS OF ANY OUTPUT, OR AI FEATURE AS APPROPRIATE FOR YOUR SPECIFIC USE CASE.
Customer is responsible for its use of the Services and any decisions, actions, or outcomes resulting from its reliance on outputs generated by the Services.
Nothing in this Section excludes or limits liability that cannot be excluded under applicable law.
7.5 Disclaimer for the Input and Output.
Provider does not represent or warrant that outputs generated by the Services will be free from bias or suitable for use in any specific regulatory or compliance-sensitive context. Customer is responsible for evaluating outputs for fairness, legality, and compliance with applicable laws based on Customer’s specific use case
Customer's Independent Assessment: CUSTOMER ACKNOWLEDGES THAT CUSTOMER MUST:
(a) Independently assess whether Services are appropriate for Customer's use case;
(b) Conduct its own bias testing and fairness validation;
(c) Implement appropriate safeguards and human oversight;
(d) Ensure compliance with applicable laws and regulations;
(e) Accept full risk of deployment decisions.
7.6. Disclaimer - Customer Content. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER ACKNOWLEDGES THAT PROVIDER IS NOT RESPONSIBLE FOR THE INTEGRITY OF THE CUSTOMER CONTENT PROCESSED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION, ITS COMPLETENESS, ACCURACY, VALIDITY, AUTHORIZATION FOR PROCESSING AND INTEGRITY OVER TIME AND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OF SUCH CUSTOMER CONTENT.
7.7. Disclaimer - Third-Party Integrated Services and Sub-Processor Integrated Services. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER ACKNOWLEDGES THAT PROVIDER IS NOT RESPONSIBLE FOR THE USE OF ANY THIRD-PARTY PRODUCTS, LLM’s, THIRD-PARTY INTEGRATED SERVICES, AND SUB-PROCESSOR INTEGRATED SERVICES, THAT INTEROPERATE WITH THE SERVICES.
7.8 Disclaimer - Account Credentials. CUSTOMER IS RESPONSIBLE FOR ENSURING THAT ITS USERS ARE KEEPING THEIR CREDENTIALS TO ACCESS THEIR ACCOUNTS CONFIDENTIAL AND SECURED, INCLUDING BY FOLLOWING INFORMATION SECURITY BEST PRACTICES REGARDING PASSWORDS. IF ACCOUNTS ARE COMPROMISED AS A RESULT OF CUSTOMER’S USERS’ NEGLIGENCE, PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES RESULTING FROM THIS NEGLIGENCE.
7.9 You understand that search results obtained from the Services, whether done through AI powered generative experiences or otherwise, may be the same or similar or vary between different users and at different times, and may not necessarily be identical or consistent. You further agree that Provider does not warrant or guarantee that any material created through any AI powered generative experience does not infringe the rights of any third party in any subsequent use of the content you may make. If you purchase, use, or access any such products, content, services, advertisements, offers, or information through the Services or you engage with any Third Party Provider, you agree that you do so at your own risk and that Provider will have no liability based on such purchase, use, access, or engagement.
8. INDEMNIFICATION.
8.1 Provider Indemnification. Provider shall defend, indemnify and hold Customer harmless from and against any damages and costs (including reasonable attorneys’ fees and costs incurred by Customer) finally awarded against Customer (or, subject to Section 8.3, the amount of any settlement Provider enters into) resulting from any claim, demand, suit or proceeding from an unaffiliated Third-Party (“Claim”) specifically alleging that the Services directly infringes or misappropriates a valid copyright, trademark, or trade secret of a Third-Party. Provider shall have no indemnification obligation for Claims to the extent arising from: (a) Customer's or any Authorized User’s use of the Services other than as permitted under this Agreement; (b) the combination of the Services developed by Provider with any Customer Content or with any Customer or Third-Party products, services, hardware, data, content, or business processes; or (c) from the modification of the Services by any party other than Provider or Provider’s agents, or modification by Provider or Provider’s agents based on Customer instructions. The foregoing is Provider’s exclusive obligation for infringement claims. If Provider becomes aware of a Claim alleging infringement or misappropriation, or Provider reasonably believes such a Claim will occur, Provider may, at its sole option: (i) obtain for Customer the right to continue use of the Services; (ii) replace or modify the Services so that it is no longer infringing; or, (iii) if neither (i) nor (ii) is reasonably available to Provider, terminate the Services, in which case Provider’s sole liability (in addition to the indemnification obligations set out in this Section 8.1) is to refund to Customer a prorated amount of prepaid fees for the Services applicable to the remaining period (from the date Provider is notified of the infringement claim by Customer) in the then-current Subscription Term.
8.2 (a) Customer Indemnification. Customer shall defend, any claim, suit, or action against Provider brought by a Third-Party to the extent that such claim, suit, or action is based upon (i) Provider’s use of any Customer Content in accordance with this Agreement, (ii) Customer's use of any Customer Content, (iii) Customer and its users' use of the Services, (iv) Customer's use and modification of the Outputs, (v) any gross negligence or willful misconduct by Customer in the performance of this Agreement, (vi) Customer's breach or alleged breach of this Agreement, (vii) any claim that Customer's confidential information infringes the intellectual property rights of any third parties, or (viii) Customer's failure to obtain consents and permissions from data subjects for the submission and processing of personal data, Customer Content and Content in the Services (the “Claim”) and Customer shall indemnify and hold Provider harmless, from and against Losses that are specifically attributable to such Claim or those costs and damages agreed to in a settlement of such Claim. The foregoing obligations are conditioned on Provider: (a) promptly notifying Customer in writing of such Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Customer's request and expense, assisting in such defense. Notwithstanding the foregoing, Customer will have no obligation under this Section 8.2 or otherwise with respect to any Claim to the extent based upon Provider’s use of the Customer Content in violation of this Agreement.
8.2 (b) Customer Indemnification for Input Data Bias
Customer will defend, indemnify, and hold harmless Provider and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or related to:
(i) Customer Content, including any bias, inaccuracy, or lack of representativeness;
(ii) Outputs generated from such Customer Content; or
(iii) Customer’s use of the Services or Outputs, including any alleged discrimination, unfairness, regulatory violation, or resulting harm.
This indemnity applies regardless of whether Provider contributed to, failed to detect, or could have prevented such outcomes, and regardless of the legal theory asserted.
Customer acknowledges that Provider does not control Customer Content or its use, and that this indemnity is a material condition of providing the Services.
The indemnification obligations set forth in this Section 8.2(b) are subject to the indemnity process requirements set forth in Section 8.3.
Indemnification obligations are conditioned on the indemnified party:
(a) promptly notifying the indemnifying party of the claim;
(b) granting the indemnifying party sole control of the defense and settlement; and
(c) providing reasonable cooperation at the indemnifying party’s expense.
The indemnified party may participate in the defense at its own expense.
No settlement or admission of liability may be made on behalf of the indemnified party without its prior written consent, unless such settlement includes a full release of the indemnified party.
9. LIMITATION OF LIABILITY.
9.1 CUSTOMER ASSUMES THE ENTIRE COST OF ANY DAMAGES RESULTING FROM CUSTOMER’S USE OF THE SERVICES, THE INFORMATION CONTAINED IN OR COMPILED BY THE SERVICES, THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY PROVIDER OR A THIRD PARTY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL PROVIDER OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, EXEMPLARY, INDIRECT, RELIANCE, LIQUIDATED, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, REVENUE OR SAVINGS, BUSINESS INTERRUPTION, BUSINESS OPPORTUNITIES, LOSS OR CORRUPTION OF BUSINESS INFORMATION OR ANY PERSONAL OR CUSTOMER CONTENT, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION, IMPAIRMENT OR FAILURE, REPAIR COSTS, TIME VALUE OR OTHER PECUNIARY LOSS, BODILY HARM, EMOTIONAL DISTRESS OR LOSS OF LIFE ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE PROVIDER’S SERVICES, OR THE INCOMPATIBILITY OF PROVIDER’S SERVICES WITH ANY HARDWARE, SOFTWARE OR USAGE REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
TO THE EXTENT PERMITTED BY LAW, THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR AND PROVIDER BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, PROVIDER'S TOTAL AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY ASSERTED AND REGARDLESS OF THE NUMBER OF CLAIMS, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES, WHETHER IN CONTRACT, TORT, OR OTHERWISE (THE "GENERAL LIABILITY CAP"). THIS GENERAL LIABILITY CAP APPLIES TO ALL CLAIMS IN THE AGGREGATE AND NOT PER CLAIM. FOR THE AVOIDANCE OF DOUBT, THE GENERAL LIABILITY CAP SET FORTH IN THIS PARAGRAPH IS THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF PROVIDER UNDER THIS AGREEMENT AND GOVERNS ALL CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS RELATED TO BIAS, INACCURACY, OR OUTPUTS GENERATED FROM CUSTOMER CONTENT, AS FURTHER PROVIDED IN SECTION 9.1(A) BELOW.
Nothing in this Agreement shall limit or exclude liability for:
(i) gross negligence or willful misconduct;
(ii) death or personal injury caused by a party’s negligence;
(iii) fraud or fraudulent misrepresentation; or
(iv) any liability that cannot be excluded under applicable law.
No Liability for Input-Derived Bias: TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR:
(a) to the extent arising from Customer Content Data Bias present in or arising from Customer Content Data;
(b) Outputs that reflect, incorporate, or amplify such bias;
(c) Decisions, actions, or outcomes based on such outputs;
(d) Downstream harm resulting from biased outputs;
(e) Regulatory fines, penalties, or sanctions related to Customer Content Data bias;
(f) Reputational damage to Customer resulting from biased outputs.
9.1(A) Bias-Related Claims — Application of General Liability Cap
In the event Provider is found liable for any claim arising from or related to bias, inaccuracy, or outputs generated by the Services — including any bias not attributable to Customer Content — Provider's total liability for such claims shall be governed exclusively by and subject to the General Liability Cap set forth in Section 9.1. The bias-specific cap set forth in this Section 9.1(A) is not a separate, independent, or additive cap. It is a specific application of the General Liability Cap to bias-related claims and is included for the avoidance of doubt only.
For further clarity:
The General Liability Cap is the maximum aggregate liability of Provider for all claims combined, including bias-related claims, general service claims, and any other claims arising under this Agreement;
The General Liability Cap is not applied separately to each category of claim — it is a single aggregate ceiling across all claims;
A Customer may not recover amounts under both this Section 9.1(A) and the General Liability Cap in Section 9.1 for the same underlying facts, claim, or transaction; and
Nothing in this Section 9.1(A) increases, expands, or modifies the General Liability Cap or creates any additional liability of Provider beyond what is set forth in Section 9.1.
Provider is not responsible, nor does it have any liability, if you suffer any damages of any kind from your use of the products and services offered by any third-party large language models integrated into the Services.
9.2 Conditions. The exclusions and limits in this “Limitation of Liability” section reflect the parties’ allocation of risk and will apply under any legal theory (including, without limitation, contract or tort), even where a party was aware of the possibility of such damages, the damages were foreseeable, and/or any remedies hereunder fail of their essential purpose. Such exclusions and limits will not apply to the extent they are prohibited by law./
9.3 Customer assumes the entire cost of any damages it may incur or suffer of any kind resulting from Customer's use of any Third-Party Products, or Provider’s use of Third-Party Products, Third-Party Integrated Services, and Third-Party Subprocessor Services, that interoperate with the Services.
9.4 Limitations Fair and Reasonable. EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY STATED IN THIS SECTION 9 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES UNDER THIS AGREEMENT, AND THAT IN THE ABSENCE OF THOSE LIMITATIONS OF LIABILITY, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SIGNIFICANTLY DIFFERENT.
10.1 Confidential Information.
“Confidential Information” means this Agreement, the Services, pricing, technical information, Customer Content, and any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated as confidential or reasonably should be understood to be confidential.
Recipient will:
use Confidential Information solely to perform its obligations or exercise its rights under this Agreement;
not disclose Confidential Information to any third party without prior written consent, except to employees and contractors with a need to know who are bound by confidentiality obligations; and
protect Confidential Information using reasonable care (no less than industry standard).
Confidential Information does not include information that:
(a) is or becomes public through no fault of Recipient;
(b) was already known to Recipient without restriction;
(c) is received from a third party without breach; or
(d) is independently developed without use of Confidential Information.
10.2 Compelled Disclosure.
Recipient may disclose Confidential Information if required by law, provided it gives prior notice (where legally permitted) and reasonably cooperates with Discloser to seek confidential treatment.
11. GENERAL.
11.1 Notices. Notices to a party will be sent by email to an individual who has the authority and can bind each company.
11.2 Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld) except as provided in this Section 11.2.
11.3 Governing Law. By using Provider’s Website or Services, you agree that the laws of the State of Tennessee without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Provider.
11.4 Disputes/Arbitration.
ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF PROVIDER’S WEBSITE OR SERVICES SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN WILSON COUNTY, TENNESSEE EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT.
CONFIDENTIAL ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY UNDER THE COMMERCIAL ARBITRATION RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA'S CONSUMER RULES"), EXCLUDING ANY RULES AND PROCEDURES GOVERNING OR PERMITTING CLASS OR REPRESENTATIVE ACTIONS. THE RULES ARE AVAILABLE AT THE AMERICAN ARBITRATION ASSOCIATION'S WEBSITE.
YOU AND STUDD AI AGREE TO EXPRESSLY WAIVE ANY RIGHTS TO FILE CLASS OR REPRESENTATIVE ACTIONS OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS IN ANY JURISDICTION OR FORUM.
THE ARBITRATOR SHALL APPLY TENNESSEE LAW, AND THE ARBITRATOR'S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT.
IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE COURT LOCATED IN WILSON COUNTY, TENNESSEE.
11.5 Compliance with Laws. Customer will comply with all applicable laws, including privacy, data protection, and communications laws (e.g., TCPA, CAN-SPAM, CASL), and is responsible for obtaining all required consents.
11.6 Export Compliance. Each party will comply with applicable export laws. Customer represents it is not on any restricted party list and will not use the Services in prohibited jurisdictions.
11.7 Independent Contractors. The parties are independent contractors, and no partnership, joint venture, or agency relationship is created.
11.8 Government Use. If Customer is a U.S. government entity, the Services are provided as “commercial items” under applicable federal regulations.
11.9 Entire Agreement; Severability. This Agreement is the entire agreement and supersedes prior agreements. If any provision is unenforceable, the remainder will remain in effect.
11.10 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control, excluding payment obligations.
11.11 No Third-Party Beneficiaries. This Agreement benefits only the parties.
11.12 Acceptable Use.
Customer will not:
use the Services unlawfully or to harm others
infringe third-party rights
violate marketing or communications laws
submit regulated or highly sensitive data (e.g., financial data, children’s data, SSNs). However, the Customer can submit construction-related financial data, which is protected pursuant to the STUDD AI Privacy Policy.
Customer must provide required notices and maintain a compliant privacy policy.
11.13 Customer Data Obligations.
Customer will:
Obtain all necessary consents for personal data
Use such data only in connection with the Services
not sell or share personal data with third parties
Implement reasonable security safeguards
maintain compliant Terms of Use and Privacy Policy
Customer is solely responsible for compliance with all applicable laws relating to its use of the AI Services, including privacy, consumer protection, and automated decision-making laws.
Customer will, as applicable:
implement appropriate governance, safeguards, and human oversight;
provide required disclosures and obtain necessary consents;
assess and mitigate risks such as bias or harm; and
maintain records sufficient to demonstrate compliance.
Provider does not provide legal or compliance advice and does not control Customer’s use of the AI Services.
Indemnity. Customer will defend and indemnify Provider from any claims, fines, or regulatory actions arising from Customer’s use of the AI Services or failure to comply with applicable laws.
Audit. Upon reasonable notice (no more than annually, unless required by law), Provider may request documentation reasonably necessary to verify compliance. Customer will cooperate and remediate any issues.
Provider has no obligation to monitor Customer compliance.
Provider maintains commercially reasonable AI governance practices, including risk assessment, monitoring, and oversight of AI systems and third-party providers. AI outputs may be inaccurate, and Customer should not rely on them without review.
Compliance with Laws. Customer will use the Services in accordance with applicable laws.
16. NOTICES AND CONTACT INFORMATION
You may contact Provider at:
STUDD AI, LLC
102 Hartman Dr, Ste G, #123
Lebanon, TN 37087
Email: [email protected]