TRUEHUNCH.AI END USER PLATFORM TERMS AND CONDITIONS
Accepted at first login by every person who uses the Platform
These End User Platform Terms and Conditions (these “Platform Terms” or this “Agreement”) are between TrueHunch, Inc., a Texas corporation with offices at 5008 Mohegan Ln, Frisco, Texas 75034, United States (“TrueHunch”), and each individual who logs in to the TrueHunch.ai platform (a “User”) and, where the User uses the Platform for an organization, that organization (“Customer”). They apply to every User: a Customer’s own personnel, whether Customer buys from TrueHunch directly or through a TrueHunch referral partner, and the personnel of a Partner whom a Customer has authorized to access its tenant. A User must accept these Platform Terms at first login, and again when TrueHunch publishes a new version that it requires Users to accept, before using the Platform. Customer’s price, term, billing, support and other commercial matters are in separate terms: the Subscription Agreement and Order Form between Customer and TrueHunch (the “Commercial Terms”). The Commercial Terms do not override these Platform Terms as against TrueHunch. These Platform Terms govern the use of the Platform and protect the Platform and TrueHunch. The current version is published at https://truehunch.ai/terms-and-conditions. If a User uses the Platform without a recorded acceptance, the User and Customer are treated as having accepted these Platform Terms from the date of first use, but that is a fallback only, and TrueHunch may suspend access until the User accepts.
1. Definitions and Interpretation
1.1
Defined terms. In this Agreement:
“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
“AI Features” means any feature, function or component of the Platform that uses artificial intelligence, machine learning, large language models, speech recognition or similar technology, including conversational analytics, transcription, summarization, classification, scoring, extraction, recommendation and generative capabilities, whether built by TrueHunch or provided by a Model Provider.
“AI Laws” means Laws that apply to artificial intelligence, automated decision-making, profiling, algorithmic discrimination, or the processing of data by AI systems, including, as applicable, the EU Artificial Intelligence Act, U.S. federal and state AI, automated-decision, employment-screening and consumer protection laws, and the guidance of regulators applying those Laws. The list is illustrative and changes over time.
“AI Output” means any output, content, transcript, summary, score, label, classification, insight, recommendation, prediction or other result generated by or through an AI Feature in response to Input.
“Authorized Users” means Customer’s employees and contractors whom Customer authorizes to use the Platform under its subscription.
“Change” has the meaning given in the clause headed “Right to change the Platform”.
“Channel Party” means a Partner and any other person who introduced, referred, implemented or supported Customer’s purchase of the Platform.
“Customer Data” means data, content, recordings, transcripts and other information that a customer or its users submit, upload, connect or otherwise make available to the Platform, including Input, but excluding Usage Data.
“Documentation” means TrueHunch’s then-current user documentation for the Platform, as updated from time to time.
“Fees” means the amounts payable to TrueHunch for Customer’s Platform subscription.
“Input” means Customer Data submitted to or processed by an AI Feature, including prompts, queries, call recordings, transcripts, documents, files and configuration settings.
“Laws” means all applicable laws, regulations, rules, orders and binding regulatory requirements, including Privacy Laws and AI Laws.
“Model Change” means any change to, or in the availability, version, configuration, behavior, performance, pricing or terms of, any model, Model Provider or Third-Party AI Service, including its retirement or replacement.
“Model Provider” means any third party that provides, hosts or operates a foundation model, large language model, speech-to-text engine or other AI model, API or infrastructure that is used in or with the Platform.
“Order Form” means the order form under the Subscription Agreement for Customer’s subscription.
“Partner” means a TrueHunch referral partner authorized in writing by TrueHunch.
“Personal Information” means information relating to an identified or identifiable individual or defined as personal data or personal information under Privacy Laws.
“Platform” means the TrueHunch.ai software-as-a-service cloud platform, including its AI Features, modules, interfaces, APIs, updates and related Documentation, as made available and changed by TrueHunch from time to time, and accessed at https://truehunch.ai/. The Platform is also referred to as the “Software” in earlier TrueHunch documents.
“Privacy Laws” means Laws relating to privacy, data protection, call recording and the processing of Personal Information, including GDPR and the California Consumer Privacy Act, as applicable.
“Sensitive Information” means (a) health or medical information; (b) genetic information; (c) biometric identifiers or templates, including voiceprints; (d) credit, debit or other payment card data and bank account credentials; (e) government-issued identification numbers; (f) personal information of children protected under child privacy laws; and (g) any other information within the “special categories of data” under GDPR or any similar protected category under other Privacy Laws.
“Subscription Agreement” means the TrueHunch.ai Subscription Agreement that applies to a Customer, whether it buys directly from TrueHunch or through a referral partner.
“Subscription Term” means the period for which Customer’s Platform subscription is ordered and TrueHunch makes the Platform available.
“Third-Party AI Services” means AI models, tools, APIs and applications operated by Model Providers or other third parties, whether incorporated into the Platform or connected to it by or for a customer.
“Third-Party Services” means products, services, integrations, content and platforms not provided by TrueHunch, including Third-Party AI Services.
“TrueHunch Technology” means the Platform and AI Features (but not Third-Party AI Services), and all related software, algorithms, models developed or fine-tuned by TrueHunch, prompts, system instructions, templates, workflows, orchestration and scoring methods, Documentation, Usage Data, and all improvements, modifications and derivative works of any of them.
“Usage Data” means technical and operational data about the use and performance of the Platform, such as logs, metrics, feature usage, configuration and diagnostic data, that does not identify an individual or disclose Customer Data.
“User” means an individual who logs in to the Platform and accepts these Platform Terms, including an Authorized User and personnel of a Partner given access under clause 6.6.
1.2
Order of precedence. If documents conflict, the following apply in this order: (a) Exhibit B (Data Processing Terms), for the processing of Personal Information; (b) Exhibit A (AI Terms), for AI Features; (c) the body of these Platform Terms; (d) the Subscription Agreement and any Order Form signed by TrueHunch, for price, term, renewal, support and other commercial matters only; and (e) the Documentation. No agreement between Customer and a Partner overrides these Platform Terms as against TrueHunch.
1.3
Interpretation. “Including” means “including without limitation”. Headings are for convenience. The Exhibits form part of this Agreement.
2. The Platform and Access Rights
2.1
Right to use. During the Subscription Term, TrueHunch grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for its Authorized Users to access and use the Platform for Customer’s own internal business operations, in accordance with this Agreement, the Documentation and the usage limits in the Order Form. The Platform is provided as a hosted service. No software is delivered to Customer.
2.2
Users and accounts. Customer is responsible for its Authorized Users, for the confidentiality of their credentials, and for all activity under its accounts. Each User is responsible for their own use and credentials. Accounts are for named individuals and may not be shared. A User who is not Customer’s Authorized User, including a Partner’s personnel, may use the Platform only as clause 6.6 allows. Customer must notify TrueHunch promptly of any unauthorized use or security incident affecting its accounts.
2.3
Restrictions. Customer must not, and must not permit anyone else to:
(a)
copy, modify, translate or create derivative works of the Platform, or reverse engineer, decompile, disassemble or otherwise attempt to discover source code, models, algorithms, prompts or underlying ideas of the Platform;
(b)
resell, sublicense, rent, lease, time-share, or provide the Platform to third parties as a service bureau or as part of a product or service, except as TrueHunch expressly authorizes in writing;
(c)
use the Platform, AI Output, or performance or benchmark data to build or train a competing product or service, or publish benchmark or comparative results without TrueHunch’s written consent;
(d)
exceed or circumvent usage limits, access controls or technical restrictions;
(e)
scrape or access the Platform by automated means other than through APIs that TrueHunch makes available;
(f)
upload or transmit malware, or probe, scan or test the security of the Platform without TrueHunch’s prior written consent;
(g)
use the Platform in violation of Law or of any third party’s rights, or for any use prohibited by Exhibit A; or
(h)
remove or obscure proprietary notices on the Platform or Documentation.
3. Platform Changes, Updates and Deprecation
3.1
Right to change the Platform. TrueHunch may at any time, in its sole discretion and without liability, modify, update, enhance, add, suspend, limit, replace, deprecate or discontinue the Platform or any part of it, including any feature, function, module, integration, API, interface, AI Feature, model, Model Provider, Third-Party AI Service, usage limit, service level or support offering (each a “Change”). TrueHunch may make a Change to improve the Platform, to address security, legal, regulatory or third-party requirements, to manage cost or capacity, or for any other business reason.
3.2
No commitment to features or roadmap. TrueHunch has no obligation to maintain any particular feature or version, to maintain backward compatibility, or to develop or release any future feature. Any statement about future functionality, a roadmap, a pre-release or beta feature, or the performance of a particular model is informational only. No purchase, renewal or commitment under this Agreement depends on it, and no one may rely on it.
3.3
Notice. For a Change that materially reduces the core functionality of the Platform that Customer has purchased, TrueHunch will use reasonable efforts to give Customer at least 30 days’ notice by email, in the Platform or on its website. TrueHunch may make a Change immediately and without prior notice where it considers that necessary for security, to comply with Law, to respond to a Model Provider or other third-party requirement or restriction, to prevent abuse, or in an emergency, and for any beta feature.
3.4
Remedies for Changes. Customer’s remedies, if any, for a Change are those in the Commercial Terms: under the Subscription Agreement. TrueHunch has no obligation to refund or credit Customer for any Change or Model Change, or to provide any equivalent functionality, except as the Subscription Agreement expressly provides.
3.5
Updates to these Platform Terms and policies. TrueHunch may update these Platform Terms, the Documentation and its policies at any time by giving 30 days’ notice (by email, in the Platform or on its website). Customer’s continued use of the Platform after the effective date is acceptance of the update. TrueHunch may also present the updated Platform Terms for click-through acceptance at Customer’s next login, and may suspend access until Customer accepts. Changes that TrueHunch makes to comply with Law or to flow down third-party or Model Provider terms apply from the date stated in the notice.
4. AI Features
4.1
AI Terms apply. The Platform includes AI Features. Customer’s use of AI Features is governed by the AI Terms in Exhibit A, which form part of this Agreement.
4.2
Important notice. AI Output is generated probabilistically. It may be inaccurate, incomplete, outdated, biased, offensive or inconsistent between runs, and may resemble output generated for others. It is not professional advice. Customer must apply human judgment and review before relying on or acting on AI Output.
5. Customer Data and Customer Responsibilities
5.1
Ownership and license. As between the parties, Customer owns Customer Data. Customer grants TrueHunch, its Affiliates and its sub-processors (including Model Providers) a worldwide, non-exclusive, royalty-free license during the Subscription Term, and afterwards as needed to complete deletion and comply with Law, to host, copy, process, transmit, display and analyze Customer Data to provide, secure, support and maintain the Platform, to prevent abuse and fraud, to comply with Law, and as otherwise permitted by Exhibit A.
5.2
Customer responsibilities. Customer is solely responsible for Customer Data, including its accuracy, quality and legality. Customer represents and warrants that it has, and will maintain, all rights, notices, consents and legal bases needed for TrueHunch and its sub-processors to process Customer Data as described in this Agreement, including (a) notices to and consents from employees, contractors, customers and other individuals whose conversations are recorded, transcribed or analyzed; (b) compliance with state and national call-recording and wiretap laws; (c) compliance with biometric, employee-monitoring and telemarketing laws; and (d) any cross-border transfer requirements. Customer must not submit Sensitive Information unless the Order Form expressly permits it.
5.3
Usage Data. TrueHunch may collect and use Usage Data, and Customer Data that has been aggregated and de-identified so that it does not identify Customer or any individual, to operate, secure, support, improve and develop the Platform, subject to Exhibit A. TrueHunch will not attempt to re-identify that data.
5.4
Security. TrueHunch will maintain commercially reasonable administrative, technical and physical safeguards designed to protect Customer Data, including role-based access controls, encryption of Customer Data in transit and at rest, logging and monitoring, vulnerability management, personnel confidentiality obligations, vendor due diligence, backups, and an incident response process, as further described at https://truehunch.ai/trust-center. No system is completely secure, and TrueHunch does not guarantee that Customer Data will not be accessed, disclosed or lost. Customer is responsible for the security of its own systems, credentials and integrations.
5.5
Export and deletion. For 30 days after the Subscription Term ends, Customer may export Customer Data using the Platform’s export tools. After that, TrueHunch will delete Customer Data within 90 days, except for copies in routine backups (which are deleted in the ordinary cycle) and data TrueHunch must retain by Law. TrueHunch has no other obligation to retain Customer Data.
6. Commercial Terms and Partners
6.1
Commercial terms are separate. Pricing, invoicing, taxes, payment, renewal, refunds, support, any service level, and any warranty or commitment about the Platform’s performance are set by the Commercial Terms (the Subscription Agreement and Order Form). Customer pays TrueHunch directly, including if a Partner introduced Customer. TrueHunch’s only remedies and obligations for those matters are those the Commercial Terms expressly state, and TrueHunch has no other liability for them, except as clause 12 expressly permits.
6.2
Independent Partners. A Partner is an independent business and not TrueHunch’s agent, partner, joint venturer or employee. A Partner has no authority to give warranties, to make commitments about features, performance, AI Output, security, regulatory compliance or a roadmap, to change these Platform Terms, or to bind TrueHunch. TrueHunch is not liable for a Partner’s acts or omissions.
6.3
Side terms. Any term of an agreement between Customer and a Partner that conflicts with these Platform Terms, or that purports to give Customer greater rights against TrueHunch, does not bind TrueHunch.
6.4
Information sharing. Customer authorizes TrueHunch to share account, usage and billing information with the Partner that introduced it, as needed to administer the referral and any referral fee.
6.5
Pricing may change. Pricing is not fixed and is likely to change from time to time at the discretion of TrueHunch. TrueHunch will give Customer at least 28 days’ (four weeks’) advance notice of any change to the price Customer pays for the Platform, by email to the primary contact email address that Customer has given for its account (or later updates by notice). The notice will state the revised price and the date it takes effect. Before that date, Customer may continue using the Platform at the revised price, in which case Customer accepts it, or cancel its subscription by notice to TrueHunch so that the revised price is never charged. A change does not apply to a period that Customer has already paid for. This clause does not entitle Customer to any refund except as the Subscription Agreement provides.
6.6
Partner access and integration. If Customer’s Order Form names a Partner for it, Customer authorizes TrueHunch to give a named Partner’s personnel read-only access to Customer’s tenant of the Platform, solely to support Customer’s use of the Platform with the Partner’s service, and authorizes the Partner’s product to send Customer Data to the Platform. Customer represents that it is entitled to do so, and may withdraw either authorization at any time by written notice to TrueHunch. Partner personnel who are given access must log in and accept these Platform Terms as Users, and must not create, edit, delete, export or configure anything. The Partner acts for Customer and not for TrueHunch: Customer is responsible for the Partner’s access, for the Customer Data the Partner sends and for its agreement with the Partner. TrueHunch is not liable for a Partner’s acts or omissions, and may limit or end a Partner’s access to protect the Platform or its customers.
7. Term, Suspension and Termination
7.1
Term. These Platform Terms apply from the first acceptance by a User of Customer and continue for as long as Customer has an active Platform subscription (and, for a Partner’s personnel, for as long as their access lasts), unless ended earlier under this clause.
7.2
Termination. TrueHunch may end these Platform Terms and Customer’s access immediately by notice if Customer breaches clause 2.3 or the prohibited uses in Exhibit A, if Customer’s subscription ends, or TrueHunch suspends or ends it for non-payment under the Subscription Agreement, if a User breaches these Platform Terms, or if continued provision would breach Law. Either party may end these Platform Terms by notice if the other materially breaches them and does not cure within 30 days after notice, or immediately if the other becomes insolvent.
7.3
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 these Platform Terms; (c) TrueHunch has not been paid for Customer’s subscription when due; (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. TrueHunch has no liability for suspension.
7.4
Effect of ending. When these Platform Terms end: (a) Customer’s right to use the Platform ends; (b) clause 5.5 applies to Customer Data; and (c) clauses 1, 3.3, 5.2, 6, 7.4, 8, 9, 10, 11, 12, 14 and Exhibits A and B (as to data retained), and any others that by their nature should survive, survive.
8. Confidentiality
8.1
Definition. “Confidential Information” means non-public information disclosed by a party (the “Discloser”) to the other (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure. TrueHunch’s Confidential Information includes the Platform, Documentation, the design and behavior of the AI Features, prompts, workflows, pricing, performance and benchmark data, and the results of any evaluation of the Platform, whether or not marked. Customer Data is Customer’s Confidential Information.
8.2
Exclusions. Confidential Information does not include information that (a) is or becomes public other than through the Recipient’s breach; (b) was lawfully known to the Recipient without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Discloser’s Confidential Information, as shown by written records.
8.3
Obligations. The Recipient will use the Discloser’s Confidential Information only to perform or exercise rights under this Agreement; protect it with at least the care it uses for its own similar information and no less than reasonable care; and disclose it only to its and its Affiliates’ employees, contractors, advisors, sub-processors and (for TrueHunch) Model Providers who need to know and are bound by confidentiality duties at least as protective as these.
8.4
Compelled disclosure. The Recipient may disclose Confidential Information if required by Law or legal process, after giving the Discloser prompt notice (where lawful) so that it can seek protection, and disclosing only what is required.
8.5
Duration and return. These obligations apply during the term and for three years afterwards, and for trade secrets and Customer Data for as long as they remain trade secrets or Customer Data respectively. On request after termination, the Recipient will return or delete the Discloser’s Confidential Information, subject to clause 5.5 and to ordinary backup retention. Information disclosed under any earlier non-disclosure agreement between the parties about the Platform is treated as Confidential Information disclosed under this Agreement.
9. Intellectual Property
9.1
TrueHunch property. TrueHunch and its licensors own all right, title and interest in the TrueHunch Technology, whoever suggests or makes any improvement, modification or derivative work of it. No rights are granted to Customer except the limited right in clause 2.1. TrueHunch reserves all other rights.
9.2
Customer property. Customer retains all rights in Customer Data. Rights in AI Output are addressed in Exhibit A.
9.3
Feedback. Customer grants TrueHunch a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable license to use any suggestions, enhancement requests or other feedback about the Platform, without obligation or attribution. Feedback does not include Customer Data or Customer’s Confidential Information.
9.4
No rights through introduction or referral. No Channel Party acquires, by introducing, referring, implementing or supporting a sale of the Platform, or by being the procuring cause of Customer’s purchase, any right, title, license, ownership or other interest in the Platform, TrueHunch’s intellectual property or this Agreement. Customer’s rights in the Platform come only from this Agreement. A Channel Party has no authority to amend this Agreement or to make any commitment on TrueHunch’s behalf.
10. Warranties and Disclaimers
10.1
Mutual. Each party represents that it has the authority to enter into this Agreement and that doing so does not breach any other agreement binding it.
10.2
Customer. Customer warrants that it has, and will maintain, the rights and consents described in clause 5.2, and that it will use the Platform in compliance with Law.
10.3
Disclaimer. TRUEHUNCH GIVES CUSTOMER NO WARRANTY. THE PLATFORM, AI FEATURES, AI OUTPUT, DOCUMENTATION AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TRUEHUNCH, ITS AFFILIATES, LICENSORS AND MODEL PROVIDERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. TRUEHUNCH DOES NOT WARRANT THE ACCURACY, COMPLETENESS, LEGALITY, FAIRNESS OR NON-INFRINGEMENT OF AI OUTPUT, THAT THE PLATFORM WILL MEET CUSTOMER’S REGULATORY OR COMPLIANCE NEEDS, OR THAT ANY FEATURE WILL CONTINUE TO BE AVAILABLE.
10.4
Statements by others. Customer has not relied on any statement, demonstration, proposal or promise by TrueHunch or any Channel Party that is not set out in this Agreement or in an Order Form signed by TrueHunch.
11. Indemnification and Release
11.1
Indemnity by Customer. Customer will defend, indemnify and hold harmless TrueHunch, its Affiliates, and their respective officers, directors, employees, agents, licensors, sub-processors and Model Providers (the “TrueHunch Indemnitees”) from and against any and all claims, demands, actions, investigations and proceedings (by anyone, including Customer’s own users, employees, customers, Affiliates, Partners, individuals and regulators), and all resulting liabilities, losses, damages, fines, penalties, settlements, judgments, costs and expenses (including reasonable attorneys’ and experts’ fees and the cost of enforcing this clause), however arising and whether in contract, tort (including negligence), strict liability, statute or otherwise (together, “Losses”), that arise out of or relate to the Platform, the AI Features, AI Output or this Agreement, including Losses arising out of or relating to:
(a)
Customer Data or Input, including its collection, recording, transcription, processing, transfer and use, its lawfulness, and any failure to give a required notice or obtain a required consent or right;
(b)
use of the Platform by Customer, its Affiliates or its Authorized Users in breach of this Agreement, Law or Exhibit A;
(c)
AI Output as used, disclosed, relied on or acted on by Customer, its Authorized Users or any person to whom Customer provides it, including any decision made, or not made, about an individual or entity;
(d)
claims by employees, contractors, customers, call participants, data subjects or regulators relating to recording, monitoring, analysis, profiling or automated decision-making that Customer carries out using the Platform;
(e)
Customer’s configuration, instructions and use case, and Customer’s combination of the Platform or AI Output with products, data, services or systems not provided by TrueHunch, including Third-Party Services;
(f)
any Change, Model Change, suspension, limitation, error, delay, interruption or unavailability of the Platform, an AI Feature, a Model Provider or a Third-Party Service;
(g)
any statement, commitment or representation that Customer, its Authorized Users or any Channel Party makes to a third party about the Platform or AI Output;
(h)
unauthorized access to Customer’s accounts resulting from Customer’s credentials, systems or personnel;
(i)
Customer’s failure to comply with AI Laws or other Laws that apply to its use of the Platform; and
(j)
taxes for which Customer is responsible.
11.2
Scope of Customer’s indemnity. THE PARTIES INTEND THAT CUSTOMER BEAR THE RISKS DESCRIBED IN CLAUSE 11.1 AND AGREE THAT THIS CLAUSE SATISFIES THE EXPRESS NEGLIGENCE AND FAIR NOTICE REQUIREMENTS OF TEXAS LAW. CUSTOMER’S OBLIGATIONS APPLY EVEN WHERE A LOSS IS CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF A TRUEHUNCH INDEMNITEE, BUT NOT TO THE EXTENT A COURT OF COMPETENT JURISDICTION FINALLY DETERMINES THAT THE LOSS WAS CAUSED BY THAT INDEMNITEE’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CUSTOMER’S OBLIGATION TO PAY TRUEHUNCH’S REASONABLE ATTORNEYS’ FEES EXTENDS TO THE ENFORCEMENT OF THIS CLAUSE BETWEEN THE PARTIES, AND NOT ONLY TO THIRD-PARTY CLAIMS.
11.3
Release. To the maximum extent permitted by Law, Customer releases and waives all claims against the TrueHunch Indemnitees for Losses arising from the matters listed in clause 12.2, except to the extent caused by their fraud, gross negligence or willful misconduct.
11.4
Procedure. The party seeking indemnity must give prompt written notice of a third-party claim (delay relieves the indemnifying party only to the extent it is prejudiced), allow the indemnifying party to control the defense and settlement, and cooperate at the indemnifying party’s expense. TrueHunch may participate in the defense of any claim covered by clause 11.1 with its own counsel at Customer’s cost. The indemnifying party may not settle a claim in a way that admits fault on behalf of, or imposes obligations on, the indemnified party without its consent, which must not be unreasonably withheld.
11.5
Partner introductions. Customer’s obligations under clauses 11.1 to 11.3 are owed to TrueHunch directly, regardless of what any agreement with a Partner says, and apply in the same way whether Customer buys directly or through a Partner introduction. Customer has no indemnity or similar right against TrueHunch under these Platform Terms. Any right Customer has against TrueHunch runs to Customer only, not to any Partner, and is only what the Subscription Agreement expressly provides.
12. Limitation of Liability
12.1
Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, TRUEHUNCH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, GOODWILL, REPUTATION, ANTICIPATED SAVINGS, USE OR DATA, OR THE COST OF SUBSTITUTE SERVICES OR OF REGULATORY RESPONSE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM OR AI OUTPUT, HOWEVER CAUSED AND WHETHER OR NOT FORESEEABLE OR ADVISED OF.
12.2
No liability for specified matters. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRUEHUNCH HAS NO LIABILITY TO CUSTOMER OR ANYONE CLAIMING THROUGH CUSTOMER FOR, AND CUSTOMER ASSUMES ALL RISK OF, LOSSES ARISING OUT OF OR RELATING TO: (a) AI OUTPUT, INCLUDING INACCURACY, HALLUCINATION, OMISSION, BIAS OR INFRINGEMENT; (b) MODEL CHANGES, AND THE ACTS, OMISSIONS, OUTAGES, SECURITY INCIDENTS OR TERMS OF MODEL PROVIDERS AND THIRD-PARTY SERVICES; (c) ANY CHANGE UNDER CLAUSE 3.1; (d) CUSTOMER DATA, INPUT, INSTRUCTIONS, CONFIGURATION AND USE CASE; (e) DECISIONS MADE, OR ACTIONS TAKEN OR NOT TAKEN, IN RELIANCE ON THE PLATFORM OR AI OUTPUT; (f) UNAUTHORIZED ACCESS RESULTING FROM CUSTOMER’S CREDENTIALS, SYSTEMS OR PERSONNEL; (g) THE ACTS, OMISSIONS OR STATEMENTS OF ANY CHANNEL PARTY; (h) COMPLIANCE WITH AI LAWS AND OTHER LAWS AS APPLIED TO CUSTOMER’S USE; AND (i) EVENTS DESCRIBED IN CLAUSE 14.7.
12.3
Exclusive remedy. The remedies that the Commercial Terms expressly provide are Customer’s sole and exclusive remedies, and TrueHunch’s entire liability, for any matter relating to the Platform, the subscription, support, performance or availability, even if those remedies fail of their essential purpose.
12.4
Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND TO THE EXTENT ANY LIABILITY OF TRUEHUNCH REMAINS AFTER CLAUSES 12.1 TO 12.3, TRUEHUNCH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, FOR ALL CLAIMS OF ANY KIND, WILL NOT EXCEED THE AMOUNTS THAT TRUEHUNCH ACTUALLY RECEIVED FROM CUSTOMER FOR CUSTOMER’S AFFECTED PLATFORM SUBSCRIPTION DURING THE 6 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. THE CAP APPLIES TO ALL AI-RELATED CLAIMS, APPLIES IN TOTAL TO CUSTOMER AND ALL ITS USERS AND AFFILIATES, AND IS NOT INCREASED BY THE NUMBER OF CLAIMS OR CLAIMANTS.
12.5
Exceptions. Clauses 12.1 to 12.4 do not limit (a) liability for fraud, gross negligence or willful misconduct, which Law does not allow to be limited; (b) Customer’s obligations under clauses 11.1 to 11.3, or for breach of clause 2.3, Exhibit A or clause 8.
12.6
Non-excludable liability; severability of limits. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited by Law. If any exclusion, limit, release or indemnity in this Agreement is held unenforceable in part, it applies to the maximum extent permitted, and the other exclusions and limits continue to apply independently.
12.7
Basis of bargain; time limit. The parties have agreed these limits as an essential basis of the Fees, which reflect this allocation of risk, and Customer acknowledges that it has had the opportunity to review them with counsel. A claim arising from this Agreement must be brought within one year after the cause of action arises, except claims for unpaid Fees. Liability under this Agreement is not duplicated by liability of a Partner for the same loss.
12.8
Third-party providers. To the maximum extent permitted by Law, and without limiting clause 12.2, if any liability of TrueHunch remains for a Loss to the extent that it is caused by or relates to a Model Provider, Third-Party AI Service or other third-party provider or sub-processor, TrueHunch’s total liability for that Loss will not exceed the lesser of the cap in clause 12.4 and the amount that TrueHunch actually recovers from that third party for that Loss, after the costs of recovery. TrueHunch is not required to bring a claim against any third party. This clause does not limit liability that clause 12.5 excepts.
13. Third-Party Services and Model Providers
13.1
Third-Party Services. The Platform relies on, and may interoperate with, Third-Party Services and Model Providers. Customer’s use of Third-Party Services is subject to their own terms, which Customer must follow. TrueHunch does not control and is not responsible for Third-Party Services, and may pass through, apply or enforce their terms and use restrictions. TrueHunch may change or remove an integration or dependency under clause 3.1.
13.2
Sub-processors. TrueHunch uses sub-processors, including Model Providers, to provide the Platform. The current list is at https://truehunch.ai/trust-center. TrueHunch will give notice of new sub-processors as Exhibit B provides.
14. General
14.1
Governing law and venue. This Agreement, and every claim or dispute arising out of or relating to it, the Platform or the parties’ relationship, whether in contract, tort or otherwise, is governed by the laws of the State of Texas, without regard to conflict of law rules. The state courts located in Dallas County, Texas, and the United States District Court for the Northern District of Texas, Dallas Division, have exclusive jurisdiction, and each party submits to them and waives any objection to venue or inconvenient forum. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL. Either party may seek injunctive relief in any competent court to protect its intellectual property or Confidential Information.
14.2
Compliance and export. Each party will comply with Laws that apply to it. Customer represents that it is not subject to sanctions or located in an embargoed jurisdiction, and will not export, re-export or provide access to the Platform in violation of U.S. or other applicable export or sanctions Laws.
14.3
Use of name and logo. By signing or accepting this Agreement, Customer grants TrueHunch and its Affiliates a non-exclusive, worldwide, royalty-free license, during the Subscription Term and for 90 days afterwards, to use Customer’s name, logo and trademarks (in the form Customer supplies or makes publicly available) to identify Customer as a customer of TrueHunch in sales and marketing, including TrueHunch’s website, customer and partner lists, presentations, proposals, directories, social media and other promotional materials. TrueHunch will follow any reasonable brand guidelines that Customer gives it, will not alter the logo, and will not state or imply that Customer endorses TrueHunch or the Platform beyond the fact of the relationship. A quotation, testimonial or detailed case study requires Customer’s separate written approval. Customer may withdraw this consent for future materials at any time by written notice to TrueHunch, but TrueHunch need not recall or destroy materials already published, printed or distributed. Goodwill from TrueHunch’s use of Customer’s marks belongs to Customer. The person signing or accepting for Customer confirms that it is authorized to give this consent.
14.4
Public-sector customers. If Customer is a government, public agency, public university, school district or other public body, or buys with public funds or for one (a “Public Entity”), Customer must say so in its Order Form or before it accepts this Agreement. A Public Entity is bound by this Agreement to the fullest extent that the Laws that govern it allow. To the extent those Laws prohibit or limit any of the following, the relevant clause applies only to the extent allowed and the rest of this Agreement is unaffected: (a) Customer’s indemnity and release; (b) governing law, venue and jury waiver; (c) automatic renewal, late fees, and any commitment to pay beyond a funded fiscal period; and (d) confidentiality (disclosure that a public records law requires is compelled disclosure under clause 8.4). A Public Entity that may not give an indemnity remains responsible under Law for its own acts, and the disclaimers, exclusions and cap in this Agreement continue to apply. Federal, state or local procurement terms (including the Federal Acquisition Regulation) and flow-down clauses bind TrueHunch only if TrueHunch signs a written addendum accepting them. TrueHunch may decline a sale to a Public Entity or make it conditional on a separate public-sector addendum.
14.5
Notices. Notices must be in writing in English. TrueHunch may give notice by email to Customer’s authorized contact, in the Platform or on its website. Customer must give notice to TrueHunch at 5008 Mohegan Ln, Frisco, Texas 75034, United States, with a copy by email to info@truehunch.ai. Notices are effective on receipt, or one business day after sending by email.
14.6
Assignment. Customer may not assign or transfer this Agreement without TrueHunch’s prior written consent, except to a successor of its entire business that is not a TrueHunch competitor and that agrees in writing to be bound. TrueHunch may assign this Agreement to an Affiliate or to a successor to its business or assets. Any other assignment is void.
14.7
Force majeure. Neither party is liable for delay or failure (other than payment) caused by events beyond its reasonable control, including natural disaster, war, labor dispute, government action, failure of utilities, the Internet or cloud infrastructure, or failure or unavailability of a Model Provider.
14.8
Entire agreement; amendments. These Platform Terms, together with the Subscription Agreement and Order Form (where Customer has them), are the entire agreement between TrueHunch and Customer about their subject matter and supersede prior agreements, proposals and understandings about it, including any non-disclosure agreement as to information disclosed after a User first accepts these Platform Terms. Except under clause 3.5, these Platform Terms may be amended only in a writing signed by both TrueHunch and Customer. Customer’s agreement with a Partner, purchase orders and other Customer terms have no effect on TrueHunch.
14.9
Acceptance, authority, records and versions. TrueHunch will present these Platform Terms for acceptance by click-through (for example, a checkbox or button stating “I agree”, with a link to the full text) before each User first accesses the Platform, and whenever TrueHunch publishes a new version that it requires Users to accept. Each User accepts for themselves. A User who accepts for an organization confirms that they have authority to bind it; a User without that authority must not accept for an organization. Customer’s own acceptance is given in its Order Form with TrueHunch; each User’s click-through supports that acceptance and does not replace it. A Partner’s personnel accept as Users and are bound by these Platform Terms for their access. TrueHunch keeps a record of each acceptance (the individual and organization, the version accepted, the date and time, and the IP address), and each User and Customer agree that those records are evidence of acceptance and that an electronic acceptance is a signature. TrueHunch publishes the current version at https://truehunch.ai/terms-and-conditions and will provide earlier versions on request. Special terms bind TrueHunch only if TrueHunch signs them. TrueHunch may require a signed copy of these Platform Terms, or a separate addendum, where Customer is a Public Entity, where Sensitive Information is permitted, or in any other case where TrueHunch considers it appropriate.
14.10
Other terms. The parties are independent contractors. If a provision is unenforceable, the rest remains in effect and the provision is enforced to the maximum extent permitted. A waiver must be in writing. There are no third-party beneficiaries except the TrueHunch Indemnitees. The parties may sign electronically and in counterparts, and each party’s e-signature or click-through acceptance is binding.
EXHIBIT A - AI TERMS
These AI Terms apply whenever Customer or its Authorized Users use AI Features. Capitalized terms have the meanings in the Agreement. If these AI Terms conflict with the body of the Agreement as to AI Features, these AI Terms prevail.
A1. Allocation of Responsibility
A1.1
Three layers. The parties have allocated responsibility for AI Features as follows, and a risk that arises in one layer does not become the responsibility of another layer except as this Agreement expressly states: (a) TrueHunch is responsible for the TrueHunch Technology, its hosting infrastructure, its integration of AI Features, and the security safeguards described in clause 5.4 (TrueHunch gives Customer no availability commitment); (b) Customer is responsible for Customer Data, Input, prompts and instructions, configuration, Authorized Users and their training, its use case, its decisions, and its reliance on and use of AI Output; and (c) Model Providers and other third parties control the underlying models, model infrastructure, model behavior and model changes, and TrueHunch does not control them.
A1.2
Intended use. The AI Features are intended to assist, and not replace, appropriate human judgment in analyzing business conversations, as described in the Documentation, which also describes known limitations. Customer must use the AI Features only for that intended use unless TrueHunch agrees otherwise in the Order Form.
A2. Nature of AI Features
A2.1
Probabilistic technology. AI Features use statistical models that generate output from patterns, not from understanding or verification. AI Output may contain errors, fabricated or “hallucinated” content, omissions, outdated information, bias or offensive content. The same Input may produce different AI Output at different times, and AI Output may be the same as or similar to output generated for other customers.
A2.2
Human review required. Customer is solely responsible for evaluating AI Output for accuracy, completeness, lawfulness and suitability before relying on it, sharing it or acting on it. AI Output is not legal, financial, medical, employment, regulatory or other professional advice. Customer must maintain meaningful human review and oversight of AI Output before taking any action that may materially affect an individual or create material legal, financial, operational, safety or other consequences. TrueHunch is not the decision-maker for any such decision, even where AI Output informed it.
A2.3
No warranty. TrueHunch does not warrant that AI Output is accurate, complete, unbiased, lawful, original, non-infringing, or fit for any purpose, or that the AI Features will detect any particular matter, risk or event.
A3. Model Providers, Model Changes and Third-Party AI Services
A3.1
Use of Model Providers. TrueHunch uses Model Providers and other sub-processors to deliver AI Features. TrueHunch may select, add, change, replace or remove any Model Provider, model, model version, configuration, prompt or safeguard at any time, with or without notice, consistent with clause 3.1 of the Agreement. TrueHunch has no obligation to use any particular model.
A3.2
Model Changes; functionality versus implementation. TrueHunch commits only to provide the Platform’s overall functionality described in the Order Form and Documentation, and does not commit to any particular AI model or implementation, or to AI Output that is the same or substantially similar throughout the Subscription Term. TrueHunch may change, fine-tune or replace models, prompts, orchestration, embeddings, vector databases, providers and algorithms at any time. Model Changes may change the nature, quality, accuracy, style, cost, speed or availability of AI Output, and may require TrueHunch to adjust, limit or discontinue AI Features. Customer is responsible for re-validating its own use cases after a Model Change. A Model Change is not a breach of this Agreement, and clause 3.4 of the Agreement does not apply to it. TrueHunch will use reasonable efforts to give notice if a Model Change substantially reduces the overall functionality that Customer purchased.
A3.3
Third-party dependencies. Certain functionality depends on Model Providers and other third-party AI, cloud, data, hosting and service providers. Their outages, degradation, rate limits, API changes, model retirements, pricing changes, geographic restrictions, terms changes and security incidents may affect the Platform, and TrueHunch is not responsible for them. TrueHunch may modify, replace, suspend or discontinue any third-party AI component where TrueHunch considers it reasonably necessary to maintain or improve the Platform or to comply with Law, and may adjust usage limits for AI Features, and the prices it charges Customer or its Partner, to reflect changes in third-party costs.
A3.4
Third-Party AI Services chosen by Customer. Customer’s use of any Third-Party AI Service that it connects to or uses with the Platform is at its own risk and subject to that service’s own terms. TrueHunch makes no warranty about, and has no responsibility for, those services. Customer must comply with usage policies of Model Providers that TrueHunch notifies to it, and TrueHunch may suspend AI Features to comply with them.
A4. Customer Data and Models
A4.1
Data flows. To provide AI Features, TrueHunch sends Input to Model Providers and other sub-processors, which may be located in the United States or elsewhere, and receives AI Output. Customer authorizes this. Model Providers may retain Input for limited periods for security, abuse monitoring or legal compliance under their terms, and TrueHunch does not control that retention.
A4.2
Service provider; recordings and consent. TrueHunch processes Customer Data, including recordings, transcripts and other content of conversations, as Customer’s service provider and on Customer’s behalf and instructions, for Customer’s business purposes and as clause A4.3 allows. Customer, and not TrueHunch, decides which conversations are recorded or submitted. Customer represents, warrants and agrees that before any conversation is submitted to the Platform it has (a) given every participant, including people outside Customer’s organization, every notice, and obtained every consent (including all-party consent where Law requires it), needed to record, transcribe, analyze and send the conversation to TrueHunch and its sub-processors; (b) kept records of those notices and consents and will give TrueHunch copies on request; (c) configured the Platform so that it does not receive or analyze conversations for which those notices and consents have not been given; and (d) not asked TrueHunch to listen to, intercept or monitor any live conversation. Customer must tell TrueHunch promptly of any claim or complaint about the recording or analysis of a conversation, and TrueHunch may suspend processing of the affected data while it is resolved.
A4.3
No training on Customer Data by default. TrueHunch will not use Customer Data to train or fine-tune generalized AI models made available to other customers or third parties, and will not authorize a Model Provider to do so under its agreement with TrueHunch. Customer Data is used only to provide, secure, support and maintain the Platform for Customer, to prevent abuse, to comply with Law, and as this clause states. TrueHunch may use Usage Data, and Customer Data that has been aggregated and de-identified under clause 5.3 of the Agreement, to monitor, evaluate, test and operate the Platform and its AI Features.
A4.4
Optional contribution. Customer may separately opt in, in the Order Form or by written notice signed by an authorized representative, to allow TrueHunch to use specified de-identified Customer Data to improve TrueHunch’s models. Any opt-in is limited to the data and purposes it specifies and Customer may withdraw it for future data by notice.
A4.5
Customer’s responsibilities for Input. Customer is responsible for the lawfulness of its Input, and must (a) have all rights, notices and consents required to record, transcribe, analyze and send conversations and other Input to the Platform and to its sub-processors, including Model Providers; (b) inform individuals whose conversations or data are analyzed, where Law requires; (c) not submit Sensitive Information unless the Order Form expressly permits it; (d) use available redaction, retention and configuration controls; and (e) disable AI Features for data or users for which their use would breach Law or Customer’s own obligations.
A4.6
Customer’s responsibility for use of AI. Customer is responsible for (a) reviewing and validating AI Output; (b) deciding whether AI Output is appropriate for its purpose; (c) verifying factual accuracy; (d) obtaining the permissions needed for its Input; (e) ensuring its use complies with Law; (f) making decisions using appropriate human judgment; (g) configuring the Platform appropriately for its use case; and (h) ensuring that its Authorized Users are trained on the AI Features, their limitations and Customer’s own policies. Where AI Output informs a decision in employment, lending, insurance, healthcare, legal services, financial services, customer eligibility, fraud detection or any safety-related matter, Customer is the decision-maker and bears all responsibility for the decision.
A5. AI Output
A5.1
Rights in AI Output. As between the parties, and subject to this Agreement, Law, third-party rights and TrueHunch’s rights in the TrueHunch Technology, TrueHunch assigns to Customer whatever right, title and interest TrueHunch may have in AI Output generated from Customer’s Input, effective when the AI Output is generated. This does not include the TrueHunch Technology, templates, system instructions, models or anything that is not generated from Customer’s Input, and Customer remains responsible for how it uses AI Output.
A5.2
No assurance about AI Output. AI Output may be similar or identical to output generated for others, TrueHunch and its Model Providers remain free to generate similar output for others, and Customer has no exclusivity in it. TrueHunch gives no assurance that AI Output is protectable by copyright or other rights, is original, or does not infringe, misappropriate, defame or reproduce third-party material, including material in a model’s training data. Customer must review AI Output before it is published, filed, sent outside Customer or relied on, and is responsible for any claim arising from that use.
A5.3
Summary of ownership. As between the parties, and subject to the rest of this Agreement:
Item | Treatment |
|---|---|
Customer Data and Customer’s prompts and instructions | Customer owns. TrueHunch has the license in clause 5.1 of the Agreement. |
TrueHunch Technology (software, algorithms, TrueHunch prompts and system instructions, workflows, models developed or fine-tuned by TrueHunch) | TrueHunch owns. |
Third-party models and Third-Party AI Services | The relevant third party owns. Governed by its terms. |
AI Output | Customer owns whatever rights TrueHunch has in AI Output generated from Customer’s Input (assigned by TrueHunch), subject to Law, third-party rights and TrueHunch’s rights in the TrueHunch Technology. No assurance of exclusivity, originality, protectability or non-infringement is given. |
A5.4
No automated consequential decisions. The AI Features are not designed, tested or intended to be the sole basis for decisions with legal or similarly significant effect on individuals. Customer must not use AI Output in that way (see clause A6.1).
A5.5
Bias and fairness. AI Output may reflect biases present in training data, models or Input, and may perform differently for different languages, accents, dialects, speakers or contexts. TrueHunch does not represent that AI Output is free of bias. Customer is responsible for assessing whether the AI Features are suitable and fair for its use case, including testing and monitoring its outcomes.
A6. Prohibited Uses
A6.1
Prohibited uses. In addition to clause 2.3 of the Agreement, Customer must not, and must not permit anyone else to, use the AI Features to:
(a)
make or support a decision with legal or similarly significant effect on an individual (including about employment, hiring, promotion, discipline, compensation, lending or credit, insurance, housing, education, healthcare, eligibility for services, legal rights or essential services) by relying on AI Output without meaningful human review, or in a way that does not comply with AI Laws and anti-discrimination Laws;
(b)
use the Platform in a high-risk regulated application, or any safety-critical application, unless TrueHunch has expressly authorized that use in the Order Form, including medical diagnosis or treatment, emergency response, or any use in which failure or inaccuracy of AI Output could cause death, personal injury, or physical or environmental harm;
(c)
infer or classify the emotions, protected characteristics or other sensitive attributes of an individual, identify an individual by biometric data, or score or profile individuals for social behavior, where that use is prohibited or restricted by Law (including emotion inference in the workplace in jurisdictions that prohibit it);
(d)
conduct unlawful surveillance or monitoring, or discriminate against any person or group on a basis protected by Law;
(e)
engage in fraud, impersonation or deception, present AI Output as human-generated where disclosure is required, or create synthetic content intended to mislead;
(f)
generate or distribute malware, malicious code, weapons-related content, or content that is unlawful, infringing, defamatory, abusive or harmful, or that violates the usage policies of the relevant Model Provider as notified by TrueHunch;
(g)
process categories of information that the Order Form or Documentation prohibits, including Sensitive Information that has not been expressly permitted;
(h)
attempt to extract, replicate, distill or reverse engineer any model, prompt, system instruction, safety control or training data, including by prompt injection or by systematic querying; or
(i)
use the Platform or AI Output to develop, train, fine-tune or improve any artificial intelligence or machine learning model that competes with the Platform.
A6.2
Enforcement. TrueHunch may monitor use of AI Features for abuse, may investigate suspected breaches of this section, and may suspend or restrict access immediately under clause 7.3 of the Agreement.
A7. Regulatory Matters
A7.1
Roles and compliance with AI Laws. Each party will comply with AI Laws that apply to it. TrueHunch is responsible for the obligations that apply to it in its capacity as provider of the Platform. Customer is responsible for the obligations that apply to it as deployer and user of the AI Features, including those relating to its particular use case, instructions, human oversight, notices and decision-making, including, as applicable, the EU Artificial Intelligence Act, U.S. state AI and automated-decision laws (for example Colorado’s artificial intelligence law and New York City Local Law 144), employment-related AI laws, state wiretap and call-recording laws, biometric privacy laws (for example the Illinois Biometric Information Privacy Act), telemarketing and consumer protection laws, and GDPR, CCPA and other Privacy Laws. This includes giving required notices and disclosures to individuals, obtaining consents, performing risk or impact assessments, maintaining human oversight, handling adverse-action and individual-rights requests, and keeping required records. Customer is responsible for determining which AI Laws apply to its use. Nothing in this Agreement excludes or limits an obligation that a Law imposes on a party and that cannot be allocated by contract.
A7.2
Workforce and individual monitoring. If Customer uses AI Features to record, analyze, score, rank, coach or evaluate its employees, contractors, agents or applicants (together, “Workers”), Customer: (a) must, before use, give each Worker every notice, information, consultation and consent that Law or agreement requires (including notice that AI is used, its purpose, and any right to object or appeal), and must consult any works council or employee representative body where required; (b) must not use AI Output as the sole or determining basis for any decision about hiring, promotion, pay, discipline, scheduling, termination or other significant treatment of a Worker, and must keep meaningful human review and a way for a Worker to ask for review; (c) must not use AI Features to screen or evaluate applicants unless the Order Form permits it, and then only after completing any bias audit, impact assessment, notice and other step that applicable AI Laws require; (d) must not infer or classify the emotions, protected characteristics or other sensitive attributes of Workers where Law prohibits it, or use the Platform to monitor union, protected or other legally protected activity; (e) must keep records that show compliance and give TrueHunch copies on reasonable request; and (f) is solely responsible for all assessments, audits, notices, risk-management programs and other duties that AI Laws place on a deployer or employer. TrueHunch will give Customer the information about the AI Features that it reasonably has and that Customer reasonably needs for those duties. TrueHunch may limit or disable any AI Feature for Workers if it reasonably believes that its use would breach Law or this Agreement.
A7.3
No compliance assurance. TrueHunch does not represent that the Platform, the AI Features or AI Output comply with, or are suitable for compliance with, any AI Law or sector-specific regulation as applied to Customer’s use. The AI Features are not designed as a regulated “high-risk” system for any particular use unless the Order Form expressly says so.
A7.4
Information and cooperation. On reasonable request, TrueHunch will provide Customer with information about the AI Features that TrueHunch has available and is permitted to share, to help Customer meet its own legal obligations. Customer will give TrueHunch information it reasonably requests to assess regulatory risk of Customer’s use.
A7.5
Regulatory change. If TrueHunch reasonably determines that a Law, regulatory action or Model Provider requirement makes an AI Feature unlawful, materially riskier or impracticable to offer, TrueHunch may modify, restrict, suspend or discontinue that AI Feature (or its use in a jurisdiction or for a use case) immediately, without liability, under clause 3.1 of the Agreement.
A7.6
Cooperation and records. Customer will cooperate with TrueHunch’s reasonable security investigations and investigations of suspected misuse or breach of these AI Terms; provide information TrueHunch reasonably needs to respond to a regulatory inquiry or to assess the risk of Customer’s use; notify TrueHunch promptly of suspected security incidents and of any use of AI Features that is or may be prohibited; and maintain the records that Law requires it to keep about its use of AI Features. TrueHunch does not need to give Customer any audit right beyond clause B4.1 of Exhibit B and the information described in clause A7.4.
A7.7
Incidents. Customer must notify TrueHunch promptly if it becomes aware of AI Output that causes or is likely to cause harm, a complaint from a regulator or individual about AI Features, or a suspected security or misuse issue involving AI Features. TrueHunch may investigate and take steps it considers appropriate, including suspension.
A8. Responsibility
A8.1
Risk allocation. Customer’s use of AI Output, and of decisions made with it, is at Customer’s own risk. Customer’s indemnification obligations in clause 11.1 of the Agreement apply to claims arising from AI Output as there provided, and TrueHunch’s liability relating to AI Features is subject to clauses 12.1 to 12.7 of the Agreement.
EXHIBIT B - DATA PROCESSING TERMS
This Exhibit applies to Personal Information in Customer Data that TrueHunch processes for Customer.
B1. Roles and Instructions
B1.1
Roles. Customer is the controller (or “business”) and TrueHunch is the processor (or “service provider”) of Personal Information in Customer Data. TrueHunch processes it only on Customer’s documented instructions, which are this Agreement, the Documentation and Customer’s use of the Platform, unless Law requires otherwise. TrueHunch will not sell or share Personal Information, or retain, use or disclose it outside its direct relationship with Customer or for purposes other than those permitted by this Agreement and Privacy Laws.
B1.2
Details. Subjects: Customer’s employees, contractors, customers and prospects whose conversations or data Customer submits. Data: names, contact details, voice recordings, transcripts and business conversation content. Purpose: provision of the Platform and AI Features. Duration: the Subscription Term plus the deletion period in clause 5.5 of the Agreement.
B2. Subprocessors and Transfers
B2.1
Sub-processors. Customer authorizes TrueHunch to use sub-processors, including Model Providers, listed at the URL in clause 13.2 of the Agreement. TrueHunch will bind each to data protection obligations no less protective than these and remains responsible for their performance of those obligations. TrueHunch will give at least 30 days’ notice of a new sub-processor (by email or posting to its sub-processor list). Customer may object on reasonable data-protection grounds within that period, and if the parties cannot resolve the objection, Customer’s sole remedy is to stop using the affected feature or end its subscription, and any refund is as the Commercial Terms provide.
B2.2
International transfers. Customer authorizes TrueHunch and its sub-processors to process Personal Information in the United States and other countries where they operate. Where Law requires a transfer mechanism, the parties will use an approved mechanism, such as the Standard Contractual Clauses, which are incorporated by reference and completed using this Exhibit when applicable.
B3. Security, Incidents and Assistance
B3.1
Security. TrueHunch will maintain safeguards as described in clause 5.4 of the Agreement and ensure that personnel with access are bound by confidentiality duties.
B3.2
Incidents. TrueHunch will notify Customer without undue delay (and in any event within 72 hours where feasible) after becoming aware of a confirmed breach of security leading to unauthorized access to, or loss or disclosure of, Personal Information in Customer Data, and will give information reasonably available to help Customer meet its notification duties. Notice is not an admission of fault.
B3.3
Assistance. Taking into account the nature of the processing, TrueHunch will give Customer reasonable assistance, at Customer’s cost where the assistance goes beyond the Platform’s standard functionality, with individuals’ rights requests, data protection impact assessments and regulator inquiries relating to the Platform.
B4. Audit and Deletion
B4.1
Audit. On reasonable written request not more than once a year, TrueHunch will give Customer information needed to show compliance with this Exhibit, such as its security documentation or independent audit summaries. If that is not enough to satisfy Law, Customer may carry out a remote or on-site audit on at least 30 days’ notice, during business hours, subject to confidentiality and at Customer’s cost.
B4.2
Deletion. On termination, TrueHunch will delete Personal Information as clause 5.5 of the Agreement provides.
B4.3
Customer’s obligations. Customer will comply with Privacy Laws, will have a lawful basis and give all required notices for processing, and will make sure its instructions comply with Law. Clause 11.1 of the Agreement applies to claims arising from Customer’s breach of this clause.