TRUEHUNCH.AI SUBSCRIPTION AGREEMENT
Commercial terms for customers who buy directly from TrueHunch (including customers introduced by a referral partner)
This Subscription Agreement (the “Agreement”) is between TrueHunch, Inc., a Texas corporation with offices at 5008 Mohegan Ln, Frisco, Texas 75034, United States (“TrueHunch”), and the customer named in the Order Form (“Customer”). It sets out the commercial terms on which Customer buys the Platform from TrueHunch: the subscription, fees, term, support and security. It applies whether Customer buys directly or was introduced by a TrueHunch referral partner. Customer and its users use the Platform under the TrueHunch.ai End User Platform Terms and Conditions (the “Platform Terms”), which every user accepts at first login and which form part of this Agreement (clause 1.2). This Agreement takes effect on the earliest of the date Customer signs an Order Form, clicks to accept, or first accesses or uses the Platform (the “Effective Date”). The person accepting for an entity confirms that they have authority to bind it.
1. Definitions and the Platform Terms
1.1
Defined terms. Capitalized terms that this Agreement does not define have the meanings in the Platform Terms. In this Agreement:
“Fees” means the subscription and other fees for the Platform stated in the Order Form.
“Order Form” means the ordering document (including an online order accepted by TrueHunch) that identifies Customer, the Platform subscription, the Subscription Term and the Fees.
“Partner” means a TrueHunch referral partner authorized in writing by TrueHunch.
“Platform Terms” means the TrueHunch.ai End User Platform Terms and Conditions published at https://truehunch.ai/terms-and-conditions, as updated by TrueHunch under their terms, including their Exhibit A (AI Terms) and Exhibit B (Data Processing Terms).
“Subscription Term” means the initial term and each renewal term for the Platform stated in the Order Form.
1.2
Platform Terms. Customer’s and its users’ use of the Platform is governed by the Platform Terms, which every user accepts at first login and which form part of this Agreement as if set out in it. They contain the Platform access rights and restrictions, the AI Terms and Data Processing Terms, Customer’s responsibilities for Customer Data, confidentiality, intellectual property, the disclaimers, Customer’s indemnity and release, the exclusions and limits of TrueHunch’s liability, governing law and venue, and the public-sector, name-and-logo and general terms. Customer accepts the Platform Terms by signing or accepting this Agreement or an Order Form. A user’s click-through acceptance supports that acceptance and does not replace it.
1.3
Order of precedence. If documents conflict, the following apply in this order: (a) the Platform Terms’ Exhibit B (Data Processing Terms), for the processing of Personal Information; (b) the Platform Terms’ Exhibit A (AI Terms), for AI Features; (c) the body of the Platform Terms, for use of the Platform, the disclaimers, indemnity and limits of liability; (d) the Order Form, for commercial terms and only if signed by TrueHunch; (e) this Agreement, for fees, term, support and security; and (f) the Documentation. No terms between Customer and a Partner override this Agreement or the Platform Terms as against TrueHunch.
1.4
Interpretation. “Including” means “including without limitation”. Headings are for convenience. The Exhibits form part of this Agreement.
2. The Subscription
2.1
Right to use. TrueHunch makes the Platform available to Customer for the Subscription Term, for its Authorized Users and within the usage limits in the Order Form, on the terms of the Platform Terms. The Platform is provided as a hosted service. No software is delivered to Customer.
2.2
Scope of the Platform. The Platform is a business analytics service that analyzes conversations and related business data supplied by Customer, as described in the Documentation, including conversational analytics on sales and service conversations. It is not a telephony or call-recording provider, a system of record, a compliance, legal, HR, medical or financial advisory service, or a substitute for Customer’s own judgment, controls and supervision. Capabilities not described in the Documentation or the Order Form are not part of the Platform.
2.3
Trials, pilots and beta features. Any trial, pilot, proof of concept or beta feature is provided “as is”, may be changed or ended by TrueHunch at any time, and is governed by this Agreement together with any evaluation terms TrueHunch provides. TrueHunch gives no warranty or indemnity for them.
2.4
Affiliates. Affiliates of Customer may use the Platform only if the Order Form says so. Customer is responsible for their compliance with this Agreement.
3. Fees, Payment and Taxes
3.1
Fees and payment. Customer will pay the Fees in the Order Form in U.S. dollars within the period stated in the Order Form (or 30 days from invoice if none is stated). Fees are non-cancellable and non-refundable except as this Agreement expressly provides. Overdue amounts bear interest at the lesser of 1% per month and the maximum rate permitted by Law, and Customer will reimburse reasonable collection costs. Customer must raise any good-faith dispute about an invoice within 30 days of the invoice date and pay the undisputed part.
3.2
Taxes. Fees exclude sales, use, value-added, withholding and similar taxes, which Customer will pay (other than taxes on TrueHunch’s net income). If Law requires withholding, Customer will increase the payment so that TrueHunch receives the full amount of the Fees.
3.3
Usage above limits. If Customer exceeds the usage limits in the Order Form, TrueHunch may invoice for the excess at the rates in the Order Form or, if none, at TrueHunch’s then-current rates, or may restrict usage.
3.4
Pricing may change. Pricing is not fixed. TrueHunch may change its Fees, usage limits and packaging from time to time in its discretion, and Customer should expect that pricing is likely to change. TrueHunch will give Customer at least 28 days’ (four weeks’) advance notice of any change to the Fees, by email to Customer’s primary contact email address in the Order Form (or the address Customer later gives TrueHunch by notice as its primary contact). The notice will state the revised pricing and the date it takes effect. Before that date Customer may (a) continue using the Platform at the revised pricing, in which case Customer accepts the revised pricing for the period starting on that date, or (b) cancel the affected subscription by notice to TrueHunch, in which case the subscription ends on the day before the revised pricing takes effect and Customer will not be charged the revised pricing. This clause applies despite the notice period in clause 4.2. A change does not increase Fees for a period that Customer has already paid for, and it applies to a fixed Subscription Term only from its next renewal unless Customer agrees otherwise.
4. Term, Suspension and Termination
4.1
Term of this Agreement. This Agreement starts on the Effective Date and continues until every Order Form has expired or been terminated, unless terminated earlier under this clause.
4.2
Renewal. Each Subscription Term renews automatically for a renewal term equal to the initial term (or 12 months, if the initial term is shorter) unless either party gives written notice of non-renewal at least 30 days before the end of the current term.
4.3
Termination for cause. Either party may terminate this Agreement or an Order Form by written notice if the other party materially breaches it and does not cure the breach within 30 days after notice, or immediately if the other party becomes insolvent or subject to bankruptcy proceedings. TrueHunch may terminate immediately by notice if Customer breaches the restrictions or the prohibited AI uses in the Platform Terms, fails to pay undisputed Fees, or if continued provision would breach Law.
4.4
Suspension. TrueHunch may suspend access to all or part of the Platform immediately, with notice where practicable, if it reasonably believes that (a) there is a security threat or risk to the Platform or other customers; (b) use is unlawful or breaches this Agreement; (c) Fees are overdue; (d) a Model Provider, court or authority requires it; or (e) suspension is needed to comply with Law. TrueHunch will use reasonable efforts to restore access once the cause is resolved. Fees continue during suspension caused by Customer.
4.5
Effect of termination or expiry. When the Subscription Term ends or this Agreement is terminated: (a) Customer’s right to use the Platform ends; (b) Customer must pay all Fees due for the period up to the end date; (c) the Platform Terms’ return and deletion terms apply to Customer Data; and (d) except where Customer terminates for TrueHunch’s uncured material breach (in which case TrueHunch will refund prepaid Fees for the period after termination), Fees paid are not refundable. Clauses 1, 3 (for amounts owed), 4.5, 5, 8, the Platform Terms’ clauses that by their nature survive, and any others that by their nature should survive, survive.
5. Limited Warranty
5.1
TrueHunch. TrueHunch warrants that the Platform (excluding AI Features, beta features and trials) will perform materially in accordance with the Documentation under normal use during the Subscription Term. If it does not, and Customer notifies TrueHunch within 30 days of discovering the problem, TrueHunch will use reasonable efforts to correct it. If TrueHunch cannot do so within a reasonable time, Customer may terminate the affected Order Form and receive a refund of prepaid Fees for the period after termination. This is Customer’s sole and exclusive remedy for breach of this warranty.
5.2
Disclaimers. Except for the warranty in this clause, the disclaimers in the Platform Terms apply to the Platform, AI Features and AI Output.
6. Support, Availability and Security
6.1
Support and service levels. TrueHunch will provide support and make the Platform available as described in Exhibit C. Exhibit C states Customer’s sole and exclusive remedies for support and availability failures. The availability of AI Features depends on Model Providers and is excluded from service level commitments.
6.2
Security. TrueHunch maintains the security measures described in Exhibit D, as the Platform Terms’ data protection terms provide.
7. Referral Partners
7.1
Referral partners. If a TrueHunch referral partner introduced Customer, the partner is an independent business and not TrueHunch’s agent, partner, joint venturer or employee. It may not give warranties, make commitments about features, performance, AI Output, security, regulatory compliance or a roadmap, change this Agreement or the Platform Terms, or bind TrueHunch, and TrueHunch is not liable for its acts or omissions. Customer pays TrueHunch, not the partner, and TrueHunch pays any referral fee from its own revenue. Customer authorizes TrueHunch to share account and usage information with the partner as needed to administer the referral and any services the partner provides to Customer under Customer’s own agreement with it, to which TrueHunch is not a party.
7.2
Partner access and integration. If the Order Form names a Partner for read-only access or an integration, Customer gives the authorizations described in the Platform Terms for Partner access and integration, and they work and may be withdrawn as the Platform Terms provide. The Partner acts for Customer and not for TrueHunch.
8. General
8.1
General terms. The Platform Terms’ governing law, venue and jury waiver, compliance and export, notices, assignment, force majeure, public-sector, name-and-logo and other general terms apply to this Agreement as if set out in it, and references in them to the Agreement include this Agreement.
8.2
Entire agreement; amendments. This Agreement, with the Order Form and the Platform Terms, is the entire agreement about its subject matter and supersedes prior agreements, proposals and understandings about it, including any non-disclosure agreement as to information disclosed after the Effective Date. Except as the Platform Terms allow TrueHunch to update them, and as clause 3.4 provides, this Agreement may be amended only in a writing signed by both parties. TrueHunch may update this Agreement on the same notice and with the same acceptance and exit rights that the Platform Terms give for updates to them.
EXHIBIT C - SUPPORT AND SERVICE LEVEL TERMS
C1. Support
C1.1
Support channels and hours. TrueHunch provides support by email to info@truehunch.ai during 9:00 a.m. to 5:00 p.m. Central Time, Monday to Friday (excluding U.S. federal holidays), for the Platform’s core functionality.
C1.2
Response targets. TrueHunch will use reasonable efforts to respond within the following targets. They are targets, not guarantees, and are not a basis for credits:
Severity | Description | Target first response |
|---|---|---|
1 - Critical | Platform unavailable for all users | 4 business hours |
2 - Major | Core function materially impaired | 1 business day |
3 - Minor | Minor impairment or general question | 2 business days |
C1.3
Not covered. Support does not cover disputes about the accuracy or quality of AI Output (beyond reasonable efforts to investigate a reported defect), problems caused by Customer’s systems, configurations or Input, Third-Party Services, beta features or trials, or training of Customer’s personnel.
C2. Availability
C2.1
Availability target. TrueHunch will use commercially reasonable efforts to make the Platform’s core functionality available at least 99.0% of the time in each calendar month (“Monthly Uptime”), measured by TrueHunch.
C2.2
Exclusions. Downtime does not include time when the Platform is unavailable or degraded because of (a) scheduled or emergency maintenance (TrueHunch will use reasonable efforts to give notice of scheduled maintenance); (b) force majeure events as the Platform Terms define them; (c) Customer’s or a Partner’s systems, networks, configuration, Input or acts; (d) suspension under clause 4.4 of the Agreement; (e) beta features, trials or free use; (f) AI Features, AI Output quality or speed, or any failure or unavailability of a Model Provider or Third-Party Service; or (g) Changes made under the Platform Terms’ right to change the Platform.
C3. Remedies
C3.1
Service credits. If Monthly Uptime is below the target in a month, and Customer submits a written claim within 30 days after the end of that month, TrueHunch will give Customer a service credit against future Fees for the affected Platform subscription of 5% of the monthly Fees if Monthly Uptime is below the target but at least 97%; 10% if below 97% but at least 95%; 25% if below 95%. Credits for a month cannot exceed 25% of that month’s Fees, have no cash value, and are applied against the next invoice.
C3.2
Chronic failure. If Monthly Uptime is below 95% in three consecutive months, Customer may terminate the affected Order Form by notice given within 30 days after the third month and receive a refund of prepaid Fees for the period after termination.
C3.3
Sole remedy. The credits and termination right in this Exhibit are Customer’s sole and exclusive remedies, and TrueHunch’s entire liability, for any unavailability, performance failure or failure to meet a support target.
EXHIBIT D - SECURITY MEASURES
D1. Security Measures
D1.1
Measures. TrueHunch maintains administrative, technical and physical safeguards that are appropriate to the Platform and designed to protect Customer Data, including:
(a)
Access control: role-based access to production systems on a least-privilege basis, with multi-factor authentication for administrative access;
(b)
Encryption: encryption of Customer Data in transit using current industry-standard protocols, and at rest in hosted storage;
(c)
Logging and monitoring: logging of access to production systems and monitoring for security events;
(d)
Vulnerability management: periodic vulnerability scanning and timely remediation of material vulnerabilities, and secure development practices;
(e)
Personnel: confidentiality obligations and security awareness training for personnel with access to Customer Data;
(f)
Vendors and sub-processors: security due diligence on, and data protection terms with, sub-processors, including Model Providers;
(g)
Backups and recovery: routine backups and a business continuity and recovery process for the Platform;
(h)
Incident response: a documented incident response process, and notification as Exhibit B provides; and
(i)
Segregation and deletion: logical separation of Customer Data from other customers’ data and deletion as the Platform Terms provide.
D1.2
Updates. TrueHunch may update these measures from time to time, provided that it does not materially diminish the overall protection of Customer Data.
D1.3
Customer responsibilities. Customer is responsible for configuring and using the Platform securely, for managing its Authorized Users and credentials, for the security of its own systems and integrations, and for not submitting Sensitive Information unless permitted. TrueHunch’s measures are not a guarantee against all unauthorized access, loss or disclosure.