SAAS SERVICES AGREEMENT
This SaaS Services Agreement (the “Agreement”) is entered into between Hermetic AI, Inc. (“Hermetic”) and the individual or entity that accepts these terms by checking the “I agree” box, clicking an acceptance button, or by accessing or using the Services (“Customer”). The date on which Customer first accepts these terms is the “Effective Date.” This Agreement includes and incorporates the applicable pricing, subscription term, and other commercial terms presented to Customer at checkout or in an Order Form (collectively, the “Order Form”)..
1.1 Subject to the terms of this Agreement, Hermetic will provide its AI-powered platform which helps users engage, follow up with, and nurture inbound leads, and such additional services as may be described in the Order Form (the “Services“) to Customer during the Term in material accordance with all applicable laws and regulations and the technical documentation for the Services made generally available by Hermetic to its customers (the “Documentation“). Customer, and those individuals who are authorized by Customer to use the Services on Customer’s behalf (“Users“), may access the Services solely for Customer’s own internal business purposes. The Services are subject to the Privacy Policy available at https://www.hermetic.ai/privacy-policy.
1.2 Usernames and passwords must be kept confidential. Customer is responsible for all actions taken under a User’s account and shall promptly notify Hermetic of any unauthorized use.
1.3 Customer may submit data to be processed by the Services (“Input“), and receive content generated by the Services based on the Input (“Output,” and collectively with Input, “Customer Content“). Customer Content shall constitute Customer Data (as defined in Section 3.1 below) and is owned by Customer. Customer is solely responsible for the quality and legality of any Input and will ensure that its Input and use of the Services does not (i) violate any applicable law; (ii) violate the Order Form or this Agreement; or (iii) infringe the rights of Hermetic or any third party.
1.4 Acceptance. By checking the box labeled “I agree to the Terms of Sale,” clicking any acceptance button, or by accessing or using the Services, Customer acknowledges that Customer has read, understood, and agrees to be bound by this Agreement. If Customer is accepting on behalf of an organization, the individual accepting represents and warrants that they have authority to bind such organization to this Agreement. If Customer does not agree to this Agreement, Customer must not use the Services.
2.1 The Services may integrate with and receive information from third-party sources, services, software, applications, and platforms (“Third-Party Data“). If Customer elects to use Third-Party Data, Hermetic is not responsible for the accuracy, completeness, or suitability of such data, and Customer is responsible for ensuring that its use of such data complies with applicable law. If Hermetic incorporates Third-Party Data not elected by Customer, Hermetic shall use reasonable care in selecting such sources. Subject to the foregoing, Third-Party Data is provided “as-is” and without warranty.
2.2 The Services contain derivatives of machine learning generative models whose distribution may be subject to restrictions. Customer may not use the Services in any manner that violates such restrictions. Hermetic shall use commercially reasonable efforts to make such restrictions known to Customer.
2.3 Customer shall not: (a) reverse engineer, decompile, or disassemble the Services; (b) use the Services to build a competing product or service; (c) sublicense, resell, or distribute access to the Services to any third party; or (d) use the Services in violation of applicable law.
Confidentiality
3.1 “Confidential Information“ means any non-public information disclosed by one party (the “Disclosing Party“) to the other (the “Receiving Party“) under this Agreement that is designated as confidential or that the Receiving Party should reasonably understand to be confidential given the nature of the information and circumstances of disclosure. Customer Data is Confidential Information of Customer. The terms and pricing of this Agreement are Confidential Information of both parties.
3.2 The Receiving Party shall: (a) use the Disclosing Party’s Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein.
3.3 Confidential Information excludes information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is rightfully received from a third party without restriction. A Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives the Disclosing Party reasonable prior notice (where legally permitted) and cooperates with any efforts to obtain protective treatment.
Data Rights
3.4 “Customer Data“ means all data, content, and information submitted by or on behalf of Customer to the Services, including Input, Output, and any personal data of Customer’s end users.
3.5 Customer shall own all right, title, and interest in and to Customer Data. Customer hereby grants Hermetic a non-exclusive, worldwide, royalty-free license to use, copy, process, transmit, display, and modify Customer Data solely (a) to provide, operate, and support the Services during the Term, and (b) in de-identified, anonymized, and aggregated form, to improve, enhance, develop, and benchmark the Services (including training algorithmic models), provided that such de-identified data cannot reasonably be used to identify Customer or any individual. For clarity, Hermetic shall not use identifiable Customer Data to train models that benefit other customers. Customer represents and warrants that it has all necessary rights and consents to provide Customer Data to Hermetic under this Agreement.
3.6 Hermetic may collect and analyze data relating to the provision, use, and performance of the Services and related systems and technologies (“Analytics Data“). Hermetic may use Analytics Data during and after the Term to improve and enhance the Services and may publicly disclose Analytics Data solely in aggregate or de-identified form. Analytics Data does not include identifiable Customer Data.
3.7 Customer hereby grants Hermetic a royalty-free, worldwide, perpetual license to use and incorporate into the Services any suggestions, ideas, or recommendations provided by Customer or its Users relating to the operation of the Services (“Feedback“). Feedback does not include Customer Data.
Security
3.8 Hermetic will implement and maintain appropriate administrative, physical, and technical safeguards consistent with industry standards designed to protect the security, confidentiality, and integrity of Customer Data. Hermetic will promptly notify Customer (and in no event later than seventy-two (72) hours after discovery) of any confirmed unauthorized access to or disclosure of Customer Data (a “Security Incident“) and will cooperate with Customer in investigating and remediating such Security Incident.
Data Return and Deletion
3.9 Upon termination or expiration of this Agreement, Hermetic shall, at Customer’s written request made within thirty (30) days of termination, make Customer Data available for export in a standard machine-readable format. Following such 30-day period (or upon Customer’s earlier written request for deletion), Hermetic shall delete Customer Data in its possession within sixty (60) days, except as required by applicable law or as retained in de-identified, aggregated form consistent with Section 3.5(b).
4.1 Customer will pay Hermetic the applicable fees as set forth in the Order Form or as presented at checkout (the “Fees”). If Customer subscribes through Hermetic’s online checkout, the pricing and subscription term displayed at the time of purchase shall constitute the Order Form. Payment obligations are non-cancellable for the duration of the applicable subscription term. Fees are non-refundable except as expressly set forth in this Agreement.
4.2 Hermetic may suspend the Services for non-payment if payment is more than thirty (30) days overdue and Customer has failed to cure within ten (10) days of written notice of such non-payment.
4.3 Fees do not include any taxes, levies, duties, or similar governmental assessments (collectively, “Taxes“). Customer is responsible for paying all Taxes associated with its purchases, excluding taxes based on Hermetic’s net income.
5.1 This Agreement shall commence on the Effective Date and shall continue for so long as Customer maintains an active subscription (the “Term”). Unless otherwise specified in an Order Form, subscriptions shall automatically renew for successive periods equal to the initial subscription term at Hermetic’s then-current pricing, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
5.2 Either party may terminate this Agreement upon thirty (30) days’ written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.
5.3 Upon any termination or expiration of this Agreement: (a) all rights and licenses granted hereunder shall immediately terminate (except as set forth in Sections 3.5(b), 3.6, 3.7, and 3.9); (b) Customer shall cease all use of the Services; and (c) each party shall return or destroy the other party’s Confidential Information in its possession (subject to Section 3.9 regarding Customer Data). Sections 3, 4 (for accrued obligations), 6, 7, 8, and 9 shall survive termination.
6.1 Service Warranty. Hermetic warrants that: (a) the Services will perform materially in accordance with the Documentation; and (b) it will perform any implementation or support services in a professional and workmanlike manner consistent with industry standards.
6.2 Uptime. Hermetic shall use commercially reasonable efforts to maintain the availability of the Services at least 99.5% of each calendar month, measured exclusive of scheduled maintenance windows and force majeure events (“Uptime Commitment“). If Hermetic fails to meet the Uptime Commitment in any calendar month, Customer’s sole remedy shall be a service credit equal to 5% of the monthly Fees for each full percentage point below the Uptime Commitment, up to a maximum credit of 25% of that month’s Fees. Service credits must be requested within thirty (30) days and will be applied against future invoices.
6.3 Sole Remedy for Warranty Breach. Customer’s sole remedy, and Hermetic’s sole obligation, for any breach of the warranty in Section 6.1 is for Hermetic to use commercially reasonable efforts to correct such breach within thirty (30) days of written notice. If Hermetic fails to do so, Customer may terminate the applicable Order Form and receive a pro-rata refund of any prepaid Fees for the remainder of the Order Form term.
6.4 AI Disclaimer. CUSTOMER ACKNOWLEDGES THAT THE SERVICES USE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES, THE OUTPUTS OF WHICH MAY CONTAIN INACCURACIES. HERMETIC DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING AND MAKING DECISIONS BASED ON OUTPUT.
6.5 General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, THE SERVICES ARE PROVIDED “AS IS.” HERMETIC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.1 Hermetic Indemnification. Hermetic will defend Customer and its officers, directors, and employees (the “Customer Indemnitees“) from and against any third-party claim, demand, suit, or proceeding (a “Claim“) (i) arising out of any breach of Section 3 by Hermetic that results in the unauthorized disclosure of Customer Data; or (ii) alleging that the Services as provided by Hermetic infringe or misappropriate any United States intellectual property right. Hermetic shall indemnify and hold harmless the Customer Indemnitees from any damages and reasonable costs (including attorney’s fees) finally awarded or agreed in settlement resulting from such Claim, provided Customer (a) gives Hermetic prompt written notice; (b) grants Hermetic sole control of the defense and settlement (provided Hermetic may not settle any Claim without Customer’s written approval unless such settlement fully releases Customer); and (c) provides reasonable cooperation at Hermetic’s expense.
7.2 IP Remediation. If a Claim under Section 7.1(ii) results in an injunction or Hermetic reasonably believes such a Claim is likely, Hermetic may at its option: (a) modify or replace the Services to be non-infringing with substantially similar functionality; (b) obtain a license for Customer’s continued use; or (c) if neither is commercially practicable, terminate the affected Order Form and refund any prepaid Fees for the unused portion of the term.
7.3 Exclusions. Hermetic’s obligations under Section 7.1 do not apply to the extent a Claim arises from: (a) Customer’s modification of the Services; (b) Customer’s combination of the Services with non-Hermetic products where the Services alone would not be infringing; (c) Customer’s use of the Services in violation of this Agreement; or (d) Customer specifications.
7.4 Customer Indemnification. Customer will defend, indemnify, and hold harmless Hermetic and its officers, directors, and employees from and against any third-party Claim arising out of (i) Customer’s Input or Customer Data, including any allegation that such data infringes or violates the rights of a third party; or (ii) Customer’s use of the Services in violation of this Agreement or applicable law. The notice and cooperation requirements in Section 7.1 apply mutually.
7.5 Exclusive Remedy. THIS SECTION 7 STATES EACH PARTY’S SOLE LIABILITY AND THE OTHER PARTY’S EXCLUSIVE REMEDY FOR ANY CLAIM DESCRIBED IN THIS SECTION.
8.1 Consequential Damages Exclusion. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 General Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (THE “GENERAL CAP“).
8.3 Excluded Claims. “Excluded Claims“ means: (i) either party’s indemnification obligations under Section 7; (ii) either party’s breach of Section 3 (Confidentiality); (iii) Customer’s payment obligations; or (iv) either party’s fraud, willful misconduct, or gross negligence. For Excluded Claims described in (i) and (ii), each party’s aggregate liability shall not exceed two times (2x) the General Cap.
8.4 The limitations in this Section 8 shall apply even if any limited remedy fails of its essential purpose.
9.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assigning party gives the other party written notice of such assignment. Any purported assignment in violation of this section is void.
9.2 Notices. All notices under this Agreement will be in writing and sent by email. Notices to Customer will be sent to the email address associated with Customer’s account or as otherwise set forth in the applicable Order Form. Notices to Hermetic shall be sent to support@hermetic.ai. Notices are deemed given on the business day following the date sent.
9.3 Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws provisions. The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California.
9.4 Force Majeure. Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, pandemic, internet or utility failures, or cyberattacks, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.
9.5 Entire Agreement. This Agreement, together with all Order Forms, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications on such subject matter. This Agreement may only be modified by a written amendment signed by both parties. In the event of a conflict between this Agreement and an Order Form, the Order Form shall control.
9.6 Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall continue in full force and effect.
9.7 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
9.8 Changes to Terms. Hermetic reserves the right to modify this Agreement from time to time. Hermetic will provide Customer with at least thirty (30) days’ prior written notice of any material changes by email or by posting a notice within the Services. Customer’s continued use of the Services after the effective date of any such modification constitutes Customer’s acceptance of the modified Agreement. If Customer does not agree to the modified terms, Customer may terminate this Agreement by providing written notice to Hermetic before the modification takes effect.
Last Updated: 02/17/2026