Terms of Service

01HoundDog.ai Service and Support

• Company will use commercially reasonable efforts to provide Customer the Services, which consist of the following offerings:
  • Privacy Code Scanner: detecting privacy risks in development by scanning source code and producing evidence-based data maps that show where sensitive data is collected, processed, and shared, including through AI and third party integrations.
  • Dataflow Context Engine: providing real-time, cross-repo API and service context to AI coding agents and developers to enable safer, faster code changes.
• Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company's standard practice.
• Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term solely for Customer's internal business purposes.
• Company retains all right, title, and interest in and to the Services, including all intellectual property rights therein.

02Restrictions and Responsibilities

• Customer will not reverse engineer, decompile, or attempt to discover the source code or proprietary algorithms of the Services or Software, except as permitted by law.
• Customer will not use the Services to provide services to third parties as a commercial offering, except for Customer's internal business purposes and use by its affiliates and contractors.
• Company may suspend access to the Services to protect the security or integrity of the Services or upon reasonable belief of a material violation of this Agreement.
• Customer is responsible for uses of its accounts under its reasonable control.

03Confidentiality; Proprietary Rights

• "Confidential Information" means non-public business, technical, or financial information disclosed by either party.
• Each party agrees to protect Confidential Information using reasonable care.
• Company shall access and use Customer Data solely to provide the Services and shall not use Customer Data to train machine learning models.
• Company shall delete Customer Data within thirty (30) days after termination.

04Payment of Fees

• Customer will pay Company the fees specified in the applicable Order Form.
• Company reserves the right to change Fees only upon renewal of an Order Form and with advance written notice.

05Term and Termination

• Agreement shall remain in effect for the Term specified in the applicable Order Form and shall renew automatically for additional periods of the same duration unless either party provides written notice of non renewal at least thirty (30) days prior to the end of the then current term.

06Warranty and Disclaimer

• Company shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner.
• Services may be temporarily unavailable for scheduled maintenance or emergency maintenance, but Company shall use commercially reasonable efforts to provide advance notice of scheduled disruptions.
• Company shall maintain reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data.
• EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS," AND COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

07Indemnification

Company Indemnification

• Company shall defend and indemnify Customer against third-party claims alleging that the Services infringe intellectual property rights or result from Company's breach of confidentiality or violation of applicable law. This obligation does not apply to claims arising from Customer modifications, misuse, or third-party products not provided by Company.
• Customer must promptly notify Company of any such claim. Company shall control the defense and settlement of the claim, and Customer shall provide reasonable cooperation.

Customer Indemnification

• Customer shall indemnify Company against claims arising from Customer misuse of the Services.

08Limitation of Liability

• EXCEPT FOR BREACH OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIMITATIONS IN THIS SECTION SHALL APPLY.
• IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY EXCEED THE FEES PAID IN THE PRECEDING TWELVE (12) MONTHS.

09Force Majeure

• Neither party shall be liable for failure to perform due to events beyond its reasonable control.

10Assignment

• Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all assets, upon written notice, provided that such assignment is not made to a direct competitor of the other party.

11Governing Law

• This Agreement shall be governed by the laws of the State of California, without regard to conflict of law principles, and the parties consent to exclusive jurisdiction and venue in California.

12Entire Agreement

• This Agreement and applicable Order Forms constitute the entire agreement between the parties.
• Provisions relating to confidentiality, indemnification, limitation of liability, and payment obligations shall survive termination of this Agreement.
• Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days.

13Contact Information

• If you have any questions about this Agreement, or if you want to contact HoundDog.ai, Inc. for any reason, please direct all correspondence to [email protected].