Terms & Conditions
Thank you for using Dodon.ai!
These Terms & Conditions apply when you use the services of Dodonai, LLC or our affiliates, including our application, software, tools, developer services, data, documentation, and websites (“Services”). For purposes of these Terms, “LLM partners” will refer to any companies or organizations that own the large language models that Dodon.ai utilizes ins the provision of the Services. The Terms include any other documentation, guidelines, or policies we may provide in writing. By using our Services, you agree to these Terms. Our Privacy Policy explains how we collect and use personal information.
1. Registration and Access
You must be at least 13 years old to use the Services. If you are under 18 you must have your parent or legal guardian’s permission to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.
2. Usage Requirements
(a) Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services.
(b) Feedback. We appreciate feedback, comments, ideas, proposals, and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.
(c) Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use output from the Services to develop models that compete with Dodon.ai; (iv) except as permitted through the API, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) represent that output from the Services was human-generated when it is not; or (vi), send us any personal information of children under 13 or the applicable age of digital consent. You will comply with any rate limits and other requirements in our documentation. You may use Services only in geographies currently supported by Dodon.ai. You must also adhere by the terms and policies of any LLM Partners used for data processing, including OpenAI, whose terms and policies may be found at https://openai.com/policies.
(d) Third Party Services. Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
3. Content
(a) Your Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input includes documents uploaded to the Dodon.ai platform, text entered into any forms or other fields, and any other information, textual or otherwise, that you provide to Dodon.ai. Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you own all Input. Subject to your compliance with these Terms, Dodon.ai hereby assigns to you all its right, title, and interest in and to Output. This means you can use Content for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. Dodon.ai may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.
(b) Similarity of Content. Due to the nature of machine learning, Output may not be unique across users and the Services may generate the same or similar output for Dodon.ai or a third party. For example, you may provide input to a model such as “What color is the sky?” and receive output such as “The sky is blue.” Other users may also ask similar questions and receive the same response. Responses that are requested by and generated for other users are not considered your Content.
(c) Use of Content to Improve Services. Dodon.ai only works with LLM Partners that (1) disclaim the use of the Content that we provide via our API to develop or improve their Services and (2) covenant to delete Customer Data after a reasonable time, i.e., 30 days in the case of OpenAI.
(d) 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, use of our Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output.
(e) Confidentiality. Both parties acknowledge that the Content may include confidential and/or privileged information. Dodon.ai agrees to use all reasonable efforts to keep any confidential and privileged Content confidential. All parties agree that both the Input and the Output constitutes attorney work product and that Dodon.ai shares a common interest with our users.
4. Fees and Payments
(a) Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis but may reasonably change the date on which the charge is posted. You authorize Dodon.ai and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement.
(b) Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. Dodon.ai uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date.
(c) Price Changes. We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons or increases made to Beta Services (as defined in our Service Terms), which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.
(d) Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact hello@dodon.ai within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees is past due, we may suspend your access to the Services after we provide you written notice of late payment.
(e) Free Tier. You may not create more than one account to benefit from credits provided in the free tier of the Services. If we believe you are not using the free tier in good faith, we may charge you standard fees or stop providing access to the Services.
5. Confidentiality, Security and Data Protection
(a) Confidentiality. You may be given access to Confidential Information of Dodon.ai, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that Dodon.ai or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Dodon.ai and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Dodon.ai and provide details of the vulnerability or breach.
(c) Processing of Personal Data. If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law.
6. Term and Termination
(a) Termination; Suspension. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution) or 9 (General Terms), if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.
(b) Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration should survive, including but not limited to Sections 3 and 5-9.
7. Indemnification; Disclaimer of Warranties; Limitations on Liability
(a) Indemnity. You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products, or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.
(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
(c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. Dispute Resolution
YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
(a) MANDATORY ARBITRATION. You and Dodon.ai agree to resolve any past or present claims relating to these Terms or our Services through final and binding arbitration.
(b) Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against Dodon.ai, you agree to try to resolve the dispute informally by sending us notice at hello@dodon.ai of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process. If you reside in the EU, the European Commission provides for an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr.
(c) Arbitration Forum. Either party may commence binding arbitration through ADR Services, an alternative dispute resolution provider. The parties will pay equal shares of the arbitration fees. Dodon.ai will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(d) Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Miami, Florida or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by ADR Services under its then-prevailing rules. All issues are for the arbitrator to decide, except a California court has the authority to determine (i) the scope, enforceability, and arbitrability of this Section 8, including the mass filing procedures below, and (ii) whether you have complied with the pre-arbitration requirements in this section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.
(e) Exceptions. This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.
(f) Severability. If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.
9. General Terms
(a) Relationship of the Parties. These Terms do not create a partnership, joint venture, or agency relationship between you and Dodon.ai or any of Dodon.ai’s affiliates. Dodon.ai and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
(b) Use of Brands. You may not use Dodon.ai’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.
(c) U.S. Federal Agency Entities. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.
(d) Copyright Complaints. If you believe that your intellectual property rights have been infringed, please send notice to hello@dodon.ai. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.
Written claims concerning copyright infringement must include the following information:
• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on the site;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
(e) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization
(f) Modifications. We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms, we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Those changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.
(g) Notices. All notices will be in writing. We may notify you using the registration information you provided, or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Dodon.ai accepts service of process via email at hello@dodon.ai.
(h) Waiver and Severability. If you do not comply with these Terms, and Dodon.ai does not take action immediately, this does not mean Dodon.ai is giving up any of our rights. Except as provided in Section 8, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible, and it will not affect the enforceability of any other terms.
(i) Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.
(j) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Dodon.ai and its affiliates, and Dodon.ai shall have the right to seek injunctive relief against you in addition to any other legal remedies.
(k) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and Dodon.ai regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Dodon.ai on that subject.
(l) Jurisdiction, Venue and Choice of Law. These Terms will be governed by the laws of the State of Florida. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Miami-Dade County, Florida, USA.
Data Processing Addendum
This Data Processing Addendum (“DPA”) governs Dodon.ai’s processing of Customer Data you (“Customer”) provide to Dodon.ai through any Dodon.ai services for businesses (“Services”) under the terms of the Dodon.ai Terms of Use or other agreement between you and Dodon.ai governing your use of the Services (the “Agreement”) and is hereby incorporated into the Agreement. If and to the extent language in this DPA conflicts with the Agreement, the conflicting terms in this DPA shall control.
You and Dodon.ai each agree to comply with their respective obligations under applicable data privacy and data protection laws (collectively, “Data Protection Laws”) in connection with the Services. Data Protection Laws may include, depending on the circumstances, Cal. Civ. Code §§ 1798.100 et seq., as amended by the California Privacy Rights Act of 2020 (the California Consumer Privacy Act) (“CCPA”), Colo. Rev. Stat. §§ 6-1-1301 et seq. (the Colorado Privacy Act) (“CPA”), Connecticut’s Data Privacy Act (“CTDPA”), Utah Code Ann. §§ 13-61-101 et seq. (the Utah Consumer Privacy Act) (“UCPA”), VA Code Ann. §§ 59.1-575 et seq. (the Virginia Consumer Data Protection Act) (“VCDPA”) (collectively “U.S. Privacy Laws”), and the European Union General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), and applicable subordinate legislation and regulations implementing those laws.
In connection with the Agreement, you are the person that determines the purposes and means for which Customer Data (as defined below) is processed (a “Data Controller”), whereas Dodon.ai processes Customer Data in accordance with the Data Controller’s instructions and on behalf of the Data Controller (as a “Data Processor”). “Data Controller” and “Data Processor” are intended to include equivalent concepts under other Data Protection Laws. For purposes of the Agreement and this DPA, “Customer Data” means personal data (or equivalent concepts, as defined by Data Protection Laws) that Customer provides to the Services that Dodon.ai processes on behalf of Customer. Dodon.ai will process Customer Data as your Data Processor to provide or maintain the Services and for the purposes set forth in this DPA, the Agreement and/or in any other applicable agreements between you and Dodon.ai. Dodon.ai acknowledges that you are disclosing personal data for the aforementioned limited and specific purposes.
1. Processing Requirements. As a Data Processor, Dodon.ai agrees to:
a. process Customer Data (i) for the purpose of providing and supporting Dodon.ai’s services (including to provide insights, reporting, analytics, and platform abuse, trust and safety monitoring); (ii) to improve Dodon.ai’s services (but only if and to the extent Customer expressly opts-in to improve the services); (iii) in compliance with the instructions received from Customer; and (iv) where the CCPA applies, in a manner that provides no less than the level of privacy protection required by the CCPA;
b. promptly inform you in writing if we cannot comply with the requirements of this DPA;
c. not provide you with remuneration in exchange for Customer Data from you. The parties acknowledge and agree that Customer has not “sold” (as such term is defined by the CCPA) Customer Data to Dodon.ai;
d. not “sell” (as such term is defined by U.S. Privacy Laws) or “share” (as such term is defined by the CCPA) personal data;
e. inform you promptly if, in Dodon.ai opinion, an instruction from you violates applicable Data Protection Laws;
f. take commercially reasonable steps to require (i) persons employed by it and (ii) other persons engaged to perform on Dodon.ai’s behalf to be subject to a duty of confidentiality with respect to the Personal Data and to comply with the data protection obligations applicable to Dodon.ai under the Agreement and this DPA;
g. engage the LLM Partners to process Customer Data to help Dodon.ai satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such LLM Partners. Customer hereby consents to the use of such Partners. In the event that Dodon.ai seeks to use additional LLM Partners, Dodon.ai will provide notice of such additional LLM Partners to you (which may be via email, a posting or notification on an online portal for our services or other reasonable means). If you do not wish to consent to the use of such additional LLM Partners, you may notify Dodon.ai that you do not consent within fifteen (15) days on reasonable grounds relating to the protection of Customer Data by hello@dodon.ai. In such case, Dodon.ai shall have the right to cure the objection through one of the following options: (i) Dodon.ai will cancel its plans to use the LLM Partner with regards to processing Customer Data or will offer an alternative to provide its Services or services without such LLM Partner; (ii) Dodon.ai will take the corrective steps requested by you in your objection notice and proceed to use the LLM Partner; (iii) Dodon.ai may cease to provide, or you may agree not to use whether temporarily or permanently, the particular aspect or feature of the Dodon.ai Services or services that would involve the use of such LLM Partner; or (iv) you may cease providing Customer Data to Dodon.ai for processing. If none of the above options are commercially feasible, in Dodon.ai’s reasonable judgment, and the objection(s) have not been resolved to the satisfaction of the parties within thirty (30) days of Dodon.ai’s receipt of your objection notice, then either party may terminate any subscriptions, order forms or usage regarding the Services or Dodon.ai services for cause and in such case, you will be refunded any pre-paid fees for the applicable subscriptions, order forms or usage to the extent they cover periods or terms following the date of such termination. Such termination right is your sole and exclusive remedy if you object to any new LLM Partner;
h. upon request, provide you with Dodon.ai’s privacy and security policies and other such information necessary to demonstrate compliance with the obligations set forth in this DPA and applicable Data Protection Laws;
i. where required by law and upon reasonable notice and appropriate confidentiality agreements, cooperate with assessments, audits, or other steps performed by or on behalf of Customer that are necessary to confirm that Dodon.ai is processing Personal Data in a manner consistent with this DPA. Where permitted by law, Dodon.ai may instead make available to customer a summary of the results of a third-party audit or certification reports relevant to Dodon.ai’s compliance with this DPA;
j. to the extent that Dodon.ai received deidentified data derived from personal data subject to U.S. Privacy Laws from Customer, Dodon.ai shall adopt reasonable measures to prevent such deidentified data from being used to infer information about, or otherwise being linked to, a particular natural person or household;
k. where the personal data is subject to the CCPA, not (i) retain, use, disclose, or otherwise process personal data except as necessary for the business purposes specified in the Agreement or this Addendum; (ii) retain, use, disclose, or otherwise process personal data in any manner outside of the direct business relationship between Dodon.ai and Customer; or (iii) combine any personal data with personal data that Dodon.ai receives from or on behalf of any other third party or collects from Dodon.ai’s own interactions with individuals, provided that Dodon.ai may so combine personal data for a purpose permitted under the CCPA if directed to do so by Customer or as otherwise permitted by the CCPA;
l. where required by law, grant the Data Controller the rights to (i) take reasonable and appropriate steps to ensure that Dodon.ai uses Customer Data in a manner consistent with Data Protection Laws and (ii) stop and remediate unauthorized use of Customer Data.
2. Notice to Customer. Dodon.ai will inform you if Dodon.ai becomes aware of:
a. any legally binding request for disclosure of Customer Data by a law enforcement authority, unless Dodon.ai is otherwise forbidden by law to inform you, for example to preserve the confidentiality of an investigation by law enforcement authorities;
b. any notice, inquiry or investigation by an independent public authority established by a member state pursuant to Article 51 of the GDPR (a “Supervisory Authority”) with respect to Customer Data; or
3. Assistance to Customer. Dodon.ai will provide reasonable assistance to regarding:
a. the investigation of any breach of Dodon.ai’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to Customer Data processed by Dodon.ai for you (a “Personal Data Breach”); and
b. where appropriate, the preparation of data protection impact assessments with respect to the processing of Customer Data by Dodon.ai and, where necessary, carrying out consultations with any supervisory authority with jurisdiction over such processing.
4. Required Processing. If Dodon.ai is required by Data Protection Laws to process any Customer Data for a reason other than in connection with the Agreement, Dodon.ai will inform you of this requirement in advance of any processing, unless Dodon.ai is legally prohibited from informing you of such processing.
5. Security. Dodon.ai will:
a. maintain reasonable and appropriate organizational and technical security measures (including with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, and encryption) to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Customer Data and to protect the rights of the subjects of that Customer Data;
b. take appropriate steps to confirm that Dodon.ai personnel are protecting the security, privacy and confidentiality of Customer Data consistent with the requirements of this DPA; and
c. notify you of any Personal Data Breach by Dodon.ai, its LLM Partners, or any other third parties acting on Dodon.ai’s behalf without undue delay after Dodon.ai becomes aware of such Personal Data Breach.
6. Obligations of Customer.
a. Customer represents, warrants, and covenants that it has and shall maintain throughout the term all necessary rights, consents, and authorizations to provide the Customer Data to Dodon.ai and to authorize Dodon.ai to use, disclose, retain, and otherwise process that Customer Data as contemplated by this DPA, the Agreement and/or other processing instructions provided to Dodon.ai.
b. Customer shall comply with all applicable Data Protection Laws.
c. Customer shall not provide Customer Data to Dodon.ai except through agreed mechanisms. For example, Customer shall not include Customer Data other than technical contact information, or in technical support tickets, transmit user Customer Data to Dodon.ai by email.
d. Customer shall not take any action that would (i) render the provision of Customer Data to Dodon.ai a “sale” under U.S. Privacy Laws or a “share” under the CCPA; or (ii) render Dodon.ai not a “service provider” under the CCPA.
8. Term; Data Return and Deletion. This DPA shall remain in effect as long as Dodon.ai carries out Customer Data processing operations on your behalf or until the termination of the Agreement (and all Customer Data has been returned or deleted in accordance with this DPA). On the termination of the data processing services, or upon your reasonable request, Dodon.ai shall return to you or delete the Customer Data, unless Data Protection Laws prevent Dodon.ai from returning or destroying all or part of the Customer Data.
Thank you for using Dodon.ai!
These Terms & Conditions apply when you use the services of Dodonai, LLC or our affiliates, including our application, software, tools, developer services, data, documentation, and websites (“Services”). For purposes of these Terms, “LLM partners” will refer to any companies or organizations that own the large language models that Dodon.ai utilizes ins the provision of the Services. The Terms include any other documentation, guidelines, or policies we may provide in writing. By using our Services, you agree to these Terms. Our Privacy Policy explains how we collect and use personal information.
1. Registration and Access
You must be at least 13 years old to use the Services. If you are under 18 you must have your parent or legal guardian’s permission to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.
2. Usage Requirements
(a) Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services.
(b) Feedback. We appreciate feedback, comments, ideas, proposals, and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.
(c) Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use output from the Services to develop models that compete with Dodon.ai; (iv) except as permitted through the API, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) represent that output from the Services was human-generated when it is not; or (vi), send us any personal information of children under 13 or the applicable age of digital consent. You will comply with any rate limits and other requirements in our documentation. You may use Services only in geographies currently supported by Dodon.ai. You must also adhere by the terms and policies of any LLM Partners used for data processing, including OpenAI, whose terms and policies may be found at https://openai.com/policies.
(d) Third Party Services. Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
3. Content
(a) Your Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input includes documents uploaded to the Dodon.ai platform, text entered into any forms or other fields, and any other information, textual or otherwise, that you provide to Dodon.ai. Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you own all Input. Subject to your compliance with these Terms, Dodon.ai hereby assigns to you all its right, title, and interest in and to Output. This means you can use Content for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. Dodon.ai may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.
(b) Similarity of Content. Due to the nature of machine learning, Output may not be unique across users and the Services may generate the same or similar output for Dodon.ai or a third party. For example, you may provide input to a model such as “What color is the sky?” and receive output such as “The sky is blue.” Other users may also ask similar questions and receive the same response. Responses that are requested by and generated for other users are not considered your Content.
(c) Use of Content to Improve Services. Dodon.ai only works with LLM Partners that (1) disclaim the use of the Content that we provide via our API to develop or improve their Services and (2) covenant to delete Customer Data after a reasonable time, i.e., 30 days in the case of OpenAI.
(d) 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, use of our Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output.
4. Fees and Payments
(a) Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis but may reasonably change the date on which the charge is posted. You authorize Dodon.ai and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement.
(b) Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. Dodon.ai uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date.
(c) Price Changes. We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons or increases made to Beta Services (as defined in our Service Terms), which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.
(d) Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact hello@dodon.ai within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees is past due, we may suspend your access to the Services after we provide you written notice of late payment.
(e) Free Tier. You may not create more than one account to benefit from credits provided in the free tier of the Services. If we believe you are not using the free tier in good faith, we may charge you standard fees or stop providing access to the Services.
5. Confidentiality, Security and Data Protection
(a) Confidentiality. You may be given access to Confidential Information of Dodon.ai, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that Dodon.ai or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Dodon.ai and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Dodon.ai and provide details of the vulnerability or breach.
(c) Processing of Personal Data. If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law.
6. Term and Termination
(a) Termination; Suspension. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution) or 9 (General Terms), if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.
(b) Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration should survive, including but not limited to Sections 3 and 5-9.
7. Indemnification; Disclaimer of Warranties; Limitations on Liability
(a) Indemnity. You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products, or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.
(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
(c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. Dispute Resolution
YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
(a) MANDATORY ARBITRATION. You and Dodon.ai agree to resolve any past or present claims relating to these Terms or our Services through final and binding arbitration.
(b) Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against Dodon.ai, you agree to try to resolve the dispute informally by sending us notice at hello@dodon.ai of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process. If you reside in the EU, the European Commission provides for an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr.
(c) Arbitration Forum. Either party may commence binding arbitration through ADR Services, an alternative dispute resolution provider. The parties will pay equal shares of the arbitration fees. Dodon.ai will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(d) Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Miami, Florida or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by ADR Services under its then-prevailing rules. All issues are for the arbitrator to decide, except a California court has the authority to determine (i) the scope, enforceability, and arbitrability of this Section 8, including the mass filing procedures below, and (ii) whether you have complied with the pre-arbitration requirements in this section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.
(e) Exceptions. This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.
(f) Severability. If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.
9. General Terms
(a) Relationship of the Parties. These Terms do not create a partnership, joint venture, or agency relationship between you and Dodon.ai or any of Dodon.ai’s affiliates. Dodon.ai and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
(b) Use of Brands. You may not use Dodon.ai’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.
(c) U.S. Federal Agency Entities. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.
(d) Copyright Complaints. If you believe that your intellectual property rights have been infringed, please send notice to hello@dodon.ai. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.
Written claims concerning copyright infringement must include the following information:
• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on the site;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
(e) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization
(f) Modifications. We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms, we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Those changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.
(g) Notices. All notices will be in writing. We may notify you using the registration information you provided, or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Dodon.ai accepts service of process via email at hello@dodon.ai.
(h) Waiver and Severability. If you do not comply with these Terms, and Dodon.ai does not take action immediately, this does not mean Dodon.ai is giving up any of our rights. Except as provided in Section 8, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible, and it will not affect the enforceability of any other terms.
(i) Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.
(j) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Dodon.ai and its affiliates, and Dodon.ai shall have the right to seek injunctive relief against you in addition to any other legal remedies.
(k) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and Dodon.ai regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Dodon.ai on that subject.
(l) Jurisdiction, Venue and Choice of Law. These Terms will be governed by the laws of the State of Florida. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Miami-Dade County, Florida, USA.
Data Processing Addendum
This Data Processing Addendum (“DPA”) governs Dodon.ai’s processing of Customer Data you (“Customer”) provide to Dodon.ai through any Dodon.ai services for businesses (“Services”) under the terms of the Dodon.ai Terms of Use or other agreement between you and Dodon.ai governing your use of the Services (the “Agreement”) and is hereby incorporated into the Agreement. If and to the extent language in this DPA conflicts with the Agreement, the conflicting terms in this DPA shall control.
You and Dodon.ai each agree to comply with their respective obligations under applicable data privacy and data protection laws (collectively, “Data Protection Laws”) in connection with the Services. Data Protection Laws may include, depending on the circumstances, Cal. Civ. Code §§ 1798.100 et seq., as amended by the California Privacy Rights Act of 2020 (the California Consumer Privacy Act) (“CCPA”), Colo. Rev. Stat. §§ 6-1-1301 et seq. (the Colorado Privacy Act) (“CPA”), Connecticut’s Data Privacy Act (“CTDPA”), Utah Code Ann. §§ 13-61-101 et seq. (the Utah Consumer Privacy Act) (“UCPA”), VA Code Ann. §§ 59.1-575 et seq. (the Virginia Consumer Data Protection Act) (“VCDPA”) (collectively “U.S. Privacy Laws”), and the European Union General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), and applicable subordinate legislation and regulations implementing those laws.
In connection with the Agreement, you are the person that determines the purposes and means for which Customer Data (as defined below) is processed (a “Data Controller”), whereas Dodon.ai processes Customer Data in accordance with the Data Controller’s instructions and on behalf of the Data Controller (as a “Data Processor”). “Data Controller” and “Data Processor” are intended to include equivalent concepts under other Data Protection Laws. For purposes of the Agreement and this DPA, “Customer Data” means personal data (or equivalent concepts, as defined by Data Protection Laws) that Customer provides to the Services that Dodon.ai processes on behalf of Customer. Dodon.ai will process Customer Data as your Data Processor to provide or maintain the Services and for the purposes set forth in this DPA, the Agreement and/or in any other applicable agreements between you and Dodon.ai. Dodon.ai acknowledges that you are disclosing personal data for the aforementioned limited and specific purposes.
1. Processing Requirements. As a Data Processor, Dodon.ai agrees to:
a. process Customer Data (i) for the purpose of providing and supporting Dodon.ai’s services (including to provide insights, reporting, analytics, and platform abuse, trust and safety monitoring); (ii) to improve Dodon.ai’s services (but only if and to the extent Customer expressly opts-in to improve the services); (iii) in compliance with the instructions received from Customer; and (iv) where the CCPA applies, in a manner that provides no less than the level of privacy protection required by the CCPA;
b. promptly inform you in writing if we cannot comply with the requirements of this DPA;
c. not provide you with remuneration in exchange for Customer Data from you. The parties acknowledge and agree that Customer has not “sold” (as such term is defined by the CCPA) Customer Data to Dodon.ai;
d. not “sell” (as such term is defined by U.S. Privacy Laws) or “share” (as such term is defined by the CCPA) personal data;
e. inform you promptly if, in Dodon.ai opinion, an instruction from you violates applicable Data Protection Laws;
f. take commercially reasonable steps to require (i) persons employed by it and (ii) other persons engaged to perform on Dodon.ai’s behalf to be subject to a duty of confidentiality with respect to the Personal Data and to comply with the data protection obligations applicable to Dodon.ai under the Agreement and this DPA;
g. engage the LLM Partners to process Customer Data to help Dodon.ai satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such LLM Partners. Customer hereby consents to the use of such Partners. In the event that Dodon.ai seeks to use additional LLM Partners, Dodon.ai will provide notice of such additional LLM Partners to you (which may be via email, a posting or notification on an online portal for our services or other reasonable means). If you do not wish to consent to the use of such additional LLM Partners, you may notify Dodon.ai that you do not consent within fifteen (15) days on reasonable grounds relating to the protection of Customer Data by hello@dodon.ai. In such case, Dodon.ai shall have the right to cure the objection through one of the following options: (i) Dodon.ai will cancel its plans to use the LLM Partner with regards to processing Customer Data or will offer an alternative to provide its Services or services without such LLM Partner; (ii) Dodon.ai will take the corrective steps requested by you in your objection notice and proceed to use the LLM Partner; (iii) Dodon.ai may cease to provide, or you may agree not to use whether temporarily or permanently, the particular aspect or feature of the Dodon.ai Services or services that would involve the use of such LLM Partner; or (iv) you may cease providing Customer Data to Dodon.ai for processing. If none of the above options are commercially feasible, in Dodon.ai’s reasonable judgment, and the objection(s) have not been resolved to the satisfaction of the parties within thirty (30) days of Dodon.ai’s receipt of your objection notice, then either party may terminate any subscriptions, order forms or usage regarding the Services or Dodon.ai services for cause and in such case, you will be refunded any pre-paid fees for the applicable subscriptions, order forms or usage to the extent they cover periods or terms following the date of such termination. Such termination right is your sole and exclusive remedy if you object to any new LLM Partner;
h. upon request, provide you with Dodon.ai’s privacy and security policies and other such information necessary to demonstrate compliance with the obligations set forth in this DPA and applicable Data Protection Laws;
i. where required by law and upon reasonable notice and appropriate confidentiality agreements, cooperate with assessments, audits, or other steps performed by or on behalf of Customer that are necessary to confirm that Dodon.ai is processing Personal Data in a manner consistent with this DPA. Where permitted by law, Dodon.ai may instead make available to customer a summary of the results of a third-party audit or certification reports relevant to Dodon.ai’s compliance with this DPA;
j. to the extent that Dodon.ai received deidentified data derived from personal data subject to U.S. Privacy Laws from Customer, Dodon.ai shall adopt reasonable measures to prevent such deidentified data from being used to infer information about, or otherwise being linked to, a particular natural person or household;
k. where the personal data is subject to the CCPA, not (i) retain, use, disclose, or otherwise process personal data except as necessary for the business purposes specified in the Agreement or this Addendum; (ii) retain, use, disclose, or otherwise process personal data in any manner outside of the direct business relationship between Dodon.ai and Customer; or (iii) combine any personal data with personal data that Dodon.ai receives from or on behalf of any other third party or collects from Dodon.ai’s own interactions with individuals, provided that Dodon.ai may so combine personal data for a purpose permitted under the CCPA if directed to do so by Customer or as otherwise permitted by the CCPA;
l. where required by law, grant the Data Controller the rights to (i) take reasonable and appropriate steps to ensure that Dodon.ai uses Customer Data in a manner consistent with Data Protection Laws and (ii) stop and remediate unauthorized use of Customer Data.
2. Notice to Customer. Dodon.ai will inform you if Dodon.ai becomes aware of:
a. any legally binding request for disclosure of Customer Data by a law enforcement authority, unless Dodon.ai is otherwise forbidden by law to inform you, for example to preserve the confidentiality of an investigation by law enforcement authorities;
b. any notice, inquiry or investigation by an independent public authority established by a member state pursuant to Article 51 of the GDPR (a “Supervisory Authority”) with respect to Customer Data; or
3. Assistance to Customer. Dodon.ai will provide reasonable assistance to regarding:
a. the investigation of any breach of Dodon.ai’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to Customer Data processed by Dodon.ai for you (a “Personal Data Breach”); and
b. where appropriate, the preparation of data protection impact assessments with respect to the processing of Customer Data by Dodon.ai and, where necessary, carrying out consultations with any supervisory authority with jurisdiction over such processing.
4. Required Processing. If Dodon.ai is required by Data Protection Laws to process any Customer Data for a reason other than in connection with the Agreement, Dodon.ai will inform you of this requirement in advance of any processing, unless Dodon.ai is legally prohibited from informing you of such processing.
5. Security. Dodon.ai will:
a. maintain reasonable and appropriate organizational and technical security measures (including with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, and encryption) to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Customer Data and to protect the rights of the subjects of that Customer Data;
b. take appropriate steps to confirm that Dodon.ai personnel are protecting the security, privacy and confidentiality of Customer Data consistent with the requirements of this DPA; and
c. notify you of any Personal Data Breach by Dodon.ai, its LLM Partners, or any other third parties acting on Dodon.ai’s behalf without undue delay after Dodon.ai becomes aware of such Personal Data Breach.
6. Obligations of Customer.
a. Customer represents, warrants, and covenants that it has and shall maintain throughout the term all necessary rights, consents, and authorizations to provide the Customer Data to Dodon.ai and to authorize Dodon.ai to use, disclose, retain, and otherwise process that Customer Data as contemplated by this DPA, the Agreement and/or other processing instructions provided to Dodon.ai.
b. Customer shall comply with all applicable Data Protection Laws.
c. Customer shall not provide Customer Data to Dodon.ai except through agreed mechanisms. For example, Customer shall not include Customer Data other than technical contact information, or in technical support tickets, transmit user Customer Data to Dodon.ai by email.
d. Customer shall not take any action that would (i) render the provision of Customer Data to Dodon.ai a “sale” under U.S. Privacy Laws or a “share” under the CCPA; or (ii) render Dodon.ai not a “service provider” under the CCPA.
8. Term; Data Return and Deletion. This DPA shall remain in effect as long as Dodon.ai carries out Customer Data processing operations on your behalf or until the termination of the Agreement (and all Customer Data has been returned or deleted in accordance with this DPA). On the termination of the data processing services, or upon your reasonable request, Dodon.ai shall return to you or delete the Customer Data, unless Data Protection Laws prevent Dodon.ai from returning or destroying all or part of the Customer Data.
Thank you for using Dodon.ai!
These Terms & Conditions apply when you use the services of Dodonai, LLC or our affiliates, including our application, software, tools, developer services, data, documentation, and websites (“Services”). For purposes of these Terms, “LLM partners” will refer to any companies or organizations that own the large language models that Dodon.ai utilizes ins the provision of the Services. The Terms include any other documentation, guidelines, or policies we may provide in writing. By using our Services, you agree to these Terms. Our Privacy Policy explains how we collect and use personal information.
1. Registration and Access
You must be at least 13 years old to use the Services. If you are under 18 you must have your parent or legal guardian’s permission to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.
2. Usage Requirements
(a) Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services.
(b) Feedback. We appreciate feedback, comments, ideas, proposals, and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.
(c) Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use output from the Services to develop models that compete with Dodon.ai; (iv) except as permitted through the API, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) represent that output from the Services was human-generated when it is not; or (vi), send us any personal information of children under 13 or the applicable age of digital consent. You will comply with any rate limits and other requirements in our documentation. You may use Services only in geographies currently supported by Dodon.ai. You must also adhere by the terms and policies of any LLM Partners used for data processing, including OpenAI, whose terms and policies may be found at https://openai.com/policies.
(d) Third Party Services. Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
3. Content
(a) Your Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input includes documents uploaded to the Dodon.ai platform, text entered into any forms or other fields, and any other information, textual or otherwise, that you provide to Dodon.ai. Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you own all Input. Subject to your compliance with these Terms, Dodon.ai hereby assigns to you all its right, title, and interest in and to Output. This means you can use Content for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. Dodon.ai may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.
(b) Similarity of Content. Due to the nature of machine learning, Output may not be unique across users and the Services may generate the same or similar output for Dodon.ai or a third party. For example, you may provide input to a model such as “What color is the sky?” and receive output such as “The sky is blue.” Other users may also ask similar questions and receive the same response. Responses that are requested by and generated for other users are not considered your Content.
(c) Use of Content to Improve Services. Dodon.ai only works with LLM Partners that (1) disclaim the use of the Content that we provide via our API to develop or improve their Services and (2) covenant to delete Customer Data after a reasonable time, i.e., 30 days in the case of OpenAI.
(d) 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, use of our Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output.
4. Fees and Payments
(a) Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis but may reasonably change the date on which the charge is posted. You authorize Dodon.ai and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement.
(b) Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. Dodon.ai uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date.
(c) Price Changes. We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons or increases made to Beta Services (as defined in our Service Terms), which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.
(d) Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact hello@dodon.ai within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees is past due, we may suspend your access to the Services after we provide you written notice of late payment.
(e) Free Tier. You may not create more than one account to benefit from credits provided in the free tier of the Services. If we believe you are not using the free tier in good faith, we may charge you standard fees or stop providing access to the Services.
5. Confidentiality, Security and Data Protection
(a) Confidentiality. You may be given access to Confidential Information of Dodon.ai, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that Dodon.ai or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Dodon.ai and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Dodon.ai and provide details of the vulnerability or breach.
(c) Processing of Personal Data. If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law.
6. Term and Termination
(a) Termination; Suspension. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution) or 9 (General Terms), if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.
(b) Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration should survive, including but not limited to Sections 3 and 5-9.
7. Indemnification; Disclaimer of Warranties; Limitations on Liability
(a) Indemnity. You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products, or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.
(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
(c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. Dispute Resolution
YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
(a) MANDATORY ARBITRATION. You and Dodon.ai agree to resolve any past or present claims relating to these Terms or our Services through final and binding arbitration.
(b) Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against Dodon.ai, you agree to try to resolve the dispute informally by sending us notice at hello@dodon.ai of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process. If you reside in the EU, the European Commission provides for an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr.
(c) Arbitration Forum. Either party may commence binding arbitration through ADR Services, an alternative dispute resolution provider. The parties will pay equal shares of the arbitration fees. Dodon.ai will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(d) Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Miami, Florida or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by ADR Services under its then-prevailing rules. All issues are for the arbitrator to decide, except a California court has the authority to determine (i) the scope, enforceability, and arbitrability of this Section 8, including the mass filing procedures below, and (ii) whether you have complied with the pre-arbitration requirements in this section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.
(e) Exceptions. This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.
(f) Severability. If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.
9. General Terms
(a) Relationship of the Parties. These Terms do not create a partnership, joint venture, or agency relationship between you and Dodon.ai or any of Dodon.ai’s affiliates. Dodon.ai and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
(b) Use of Brands. You may not use Dodon.ai’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.
(c) U.S. Federal Agency Entities. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.
(d) Copyright Complaints. If you believe that your intellectual property rights have been infringed, please send notice to hello@dodon.ai. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.
Written claims concerning copyright infringement must include the following information:
• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on the site;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
(e) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization
(f) Modifications. We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms, we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Those changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.
(g) Notices. All notices will be in writing. We may notify you using the registration information you provided, or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Dodon.ai accepts service of process via email at hello@dodon.ai.
(h) Waiver and Severability. If you do not comply with these Terms, and Dodon.ai does not take action immediately, this does not mean Dodon.ai is giving up any of our rights. Except as provided in Section 8, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible, and it will not affect the enforceability of any other terms.
(i) Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.
(j) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Dodon.ai and its affiliates, and Dodon.ai shall have the right to seek injunctive relief against you in addition to any other legal remedies.
(k) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and Dodon.ai regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Dodon.ai on that subject.
(l) Jurisdiction, Venue and Choice of Law. These Terms will be governed by the laws of the State of Florida. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Miami-Dade County, Florida, USA.
Data Processing Addendum
This Data Processing Addendum (“DPA”) governs Dodon.ai’s processing of Customer Data you (“Customer”) provide to Dodon.ai through any Dodon.ai services for businesses (“Services”) under the terms of the Dodon.ai Terms of Use or other agreement between you and Dodon.ai governing your use of the Services (the “Agreement”) and is hereby incorporated into the Agreement. If and to the extent language in this DPA conflicts with the Agreement, the conflicting terms in this DPA shall control.
You and Dodon.ai each agree to comply with their respective obligations under applicable data privacy and data protection laws (collectively, “Data Protection Laws”) in connection with the Services. Data Protection Laws may include, depending on the circumstances, Cal. Civ. Code §§ 1798.100 et seq., as amended by the California Privacy Rights Act of 2020 (the California Consumer Privacy Act) (“CCPA”), Colo. Rev. Stat. §§ 6-1-1301 et seq. (the Colorado Privacy Act) (“CPA”), Connecticut’s Data Privacy Act (“CTDPA”), Utah Code Ann. §§ 13-61-101 et seq. (the Utah Consumer Privacy Act) (“UCPA”), VA Code Ann. §§ 59.1-575 et seq. (the Virginia Consumer Data Protection Act) (“VCDPA”) (collectively “U.S. Privacy Laws”), and the European Union General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), and applicable subordinate legislation and regulations implementing those laws.
In connection with the Agreement, you are the person that determines the purposes and means for which Customer Data (as defined below) is processed (a “Data Controller”), whereas Dodon.ai processes Customer Data in accordance with the Data Controller’s instructions and on behalf of the Data Controller (as a “Data Processor”). “Data Controller” and “Data Processor” are intended to include equivalent concepts under other Data Protection Laws. For purposes of the Agreement and this DPA, “Customer Data” means personal data (or equivalent concepts, as defined by Data Protection Laws) that Customer provides to the Services that Dodon.ai processes on behalf of Customer. Dodon.ai will process Customer Data as your Data Processor to provide or maintain the Services and for the purposes set forth in this DPA, the Agreement and/or in any other applicable agreements between you and Dodon.ai. Dodon.ai acknowledges that you are disclosing personal data for the aforementioned limited and specific purposes.
1. Processing Requirements. As a Data Processor, Dodon.ai agrees to:
a. process Customer Data (i) for the purpose of providing and supporting Dodon.ai’s services (including to provide insights, reporting, analytics, and platform abuse, trust and safety monitoring); (ii) to improve Dodon.ai’s services (but only if and to the extent Customer expressly opts-in to improve the services); (iii) in compliance with the instructions received from Customer; and (iv) where the CCPA applies, in a manner that provides no less than the level of privacy protection required by the CCPA;
b. promptly inform you in writing if we cannot comply with the requirements of this DPA;
c. not provide you with remuneration in exchange for Customer Data from you. The parties acknowledge and agree that Customer has not “sold” (as such term is defined by the CCPA) Customer Data to Dodon.ai;
d. not “sell” (as such term is defined by U.S. Privacy Laws) or “share” (as such term is defined by the CCPA) personal data;
e. inform you promptly if, in Dodon.ai opinion, an instruction from you violates applicable Data Protection Laws;
f. take commercially reasonable steps to require (i) persons employed by it and (ii) other persons engaged to perform on Dodon.ai’s behalf to be subject to a duty of confidentiality with respect to the Personal Data and to comply with the data protection obligations applicable to Dodon.ai under the Agreement and this DPA;
g. engage the LLM Partners to process Customer Data to help Dodon.ai satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such LLM Partners. Customer hereby consents to the use of such Partners. In the event that Dodon.ai seeks to use additional LLM Partners, Dodon.ai will provide notice of such additional LLM Partners to you (which may be via email, a posting or notification on an online portal for our services or other reasonable means). If you do not wish to consent to the use of such additional LLM Partners, you may notify Dodon.ai that you do not consent within fifteen (15) days on reasonable grounds relating to the protection of Customer Data by hello@dodon.ai. In such case, Dodon.ai shall have the right to cure the objection through one of the following options: (i) Dodon.ai will cancel its plans to use the LLM Partner with regards to processing Customer Data or will offer an alternative to provide its Services or services without such LLM Partner; (ii) Dodon.ai will take the corrective steps requested by you in your objection notice and proceed to use the LLM Partner; (iii) Dodon.ai may cease to provide, or you may agree not to use whether temporarily or permanently, the particular aspect or feature of the Dodon.ai Services or services that would involve the use of such LLM Partner; or (iv) you may cease providing Customer Data to Dodon.ai for processing. If none of the above options are commercially feasible, in Dodon.ai’s reasonable judgment, and the objection(s) have not been resolved to the satisfaction of the parties within thirty (30) days of Dodon.ai’s receipt of your objection notice, then either party may terminate any subscriptions, order forms or usage regarding the Services or Dodon.ai services for cause and in such case, you will be refunded any pre-paid fees for the applicable subscriptions, order forms or usage to the extent they cover periods or terms following the date of such termination. Such termination right is your sole and exclusive remedy if you object to any new LLM Partner;
h. upon request, provide you with Dodon.ai’s privacy and security policies and other such information necessary to demonstrate compliance with the obligations set forth in this DPA and applicable Data Protection Laws;
i. where required by law and upon reasonable notice and appropriate confidentiality agreements, cooperate with assessments, audits, or other steps performed by or on behalf of Customer that are necessary to confirm that Dodon.ai is processing Personal Data in a manner consistent with this DPA. Where permitted by law, Dodon.ai may instead make available to customer a summary of the results of a third-party audit or certification reports relevant to Dodon.ai’s compliance with this DPA;
j. to the extent that Dodon.ai received deidentified data derived from personal data subject to U.S. Privacy Laws from Customer, Dodon.ai shall adopt reasonable measures to prevent such deidentified data from being used to infer information about, or otherwise being linked to, a particular natural person or household;
k. where the personal data is subject to the CCPA, not (i) retain, use, disclose, or otherwise process personal data except as necessary for the business purposes specified in the Agreement or this Addendum; (ii) retain, use, disclose, or otherwise process personal data in any manner outside of the direct business relationship between Dodon.ai and Customer; or (iii) combine any personal data with personal data that Dodon.ai receives from or on behalf of any other third party or collects from Dodon.ai’s own interactions with individuals, provided that Dodon.ai may so combine personal data for a purpose permitted under the CCPA if directed to do so by Customer or as otherwise permitted by the CCPA;
l. where required by law, grant the Data Controller the rights to (i) take reasonable and appropriate steps to ensure that Dodon.ai uses Customer Data in a manner consistent with Data Protection Laws and (ii) stop and remediate unauthorized use of Customer Data.
2. Notice to Customer. Dodon.ai will inform you if Dodon.ai becomes aware of:
a. any legally binding request for disclosure of Customer Data by a law enforcement authority, unless Dodon.ai is otherwise forbidden by law to inform you, for example to preserve the confidentiality of an investigation by law enforcement authorities;
b. any notice, inquiry or investigation by an independent public authority established by a member state pursuant to Article 51 of the GDPR (a “Supervisory Authority”) with respect to Customer Data; or
3. Assistance to Customer. Dodon.ai will provide reasonable assistance to regarding:
a. the investigation of any breach of Dodon.ai’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to Customer Data processed by Dodon.ai for you (a “Personal Data Breach”); and
b. where appropriate, the preparation of data protection impact assessments with respect to the processing of Customer Data by Dodon.ai and, where necessary, carrying out consultations with any supervisory authority with jurisdiction over such processing.
4. Required Processing. If Dodon.ai is required by Data Protection Laws to process any Customer Data for a reason other than in connection with the Agreement, Dodon.ai will inform you of this requirement in advance of any processing, unless Dodon.ai is legally prohibited from informing you of such processing.
5. Security. Dodon.ai will:
a. maintain reasonable and appropriate organizational and technical security measures (including with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, and encryption) to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Customer Data and to protect the rights of the subjects of that Customer Data;
b. take appropriate steps to confirm that Dodon.ai personnel are protecting the security, privacy and confidentiality of Customer Data consistent with the requirements of this DPA; and
c. notify you of any Personal Data Breach by Dodon.ai, its LLM Partners, or any other third parties acting on Dodon.ai’s behalf without undue delay after Dodon.ai becomes aware of such Personal Data Breach.
6. Obligations of Customer.
a. Customer represents, warrants, and covenants that it has and shall maintain throughout the term all necessary rights, consents, and authorizations to provide the Customer Data to Dodon.ai and to authorize Dodon.ai to use, disclose, retain, and otherwise process that Customer Data as contemplated by this DPA, the Agreement and/or other processing instructions provided to Dodon.ai.
b. Customer shall comply with all applicable Data Protection Laws.
c. Customer shall not provide Customer Data to Dodon.ai except through agreed mechanisms. For example, Customer shall not include Customer Data other than technical contact information, or in technical support tickets, transmit user Customer Data to Dodon.ai by email.
d. Customer shall not take any action that would (i) render the provision of Customer Data to Dodon.ai a “sale” under U.S. Privacy Laws or a “share” under the CCPA; or (ii) render Dodon.ai not a “service provider” under the CCPA.
8. Term; Data Return and Deletion. This DPA shall remain in effect as long as Dodon.ai carries out Customer Data processing operations on your behalf or until the termination of the Agreement (and all Customer Data has been returned or deleted in accordance with this DPA). On the termination of the data processing services, or upon your reasonable request, Dodon.ai shall return to you or delete the Customer Data, unless Data Protection Laws prevent Dodon.ai from returning or destroying all or part of the Customer Data.
