Terms of Service

1. Acceptance of these Terms

These Terms of Service (“Terms”) are a legal agreement between you and Raidu Inc. (“Raidu”, “we”, “us”). They govern your access to and use of the Raidu website at raidu.com, our marketing materials, and our paid products and APIs (collectively, the “Services”).

By accessing or using the Services, by clicking a checkbox or button indicating acceptance, or by signing an order form that references these Terms, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other entity, you represent that you have the authority to do so and that “you” refers to that entity.

If you do not agree to these Terms, do not access or use the Services.

2. Eligibility and accounts

The Services are intended for use by businesses and their authorized representatives. To create an account you must be at least 18 years old and capable of entering into a binding contract.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately at the address in section 13 if you suspect unauthorized access. We may refuse registration, cancel accounts, or revoke credentials we determine to be inappropriate or in violation of these Terms.

3. Use of the Services

3.1 Permitted use

Subject to these Terms and any order form or subscription you have signed, Raidu grants you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business purposes during the term of your subscription.

3.2 Acceptable use

You may not, and may not permit any third party to:

• reverse-engineer, decompile, disassemble, or attempt to derive the source code, architecture, or non-public components of the Services, except to the extent expressly permitted by applicable law;
• create derivative works of the Services or use them to develop a competing product or service;
• resell, sublicense, time-share, or otherwise make the Services available to any third party for that party’s benefit;
• circumvent or disable security, rate-limiting, or usage-monitoring features;
• use the Services to violate the rights of others, transmit unlawful, infringing, defamatory, or harmful content, or send unsolicited bulk communications;
• use the Services in violation of applicable export control, sanctions, anti-corruption, privacy, or other laws.

You will comply with all applicable laws when using the Services.

3.3 Where the Services run

Raidu’s products (Tower and Wheelhouse) are deployed and operated inside your own environment: your cloud account, your premises, or an air-gapped network. Raidu does not operate a hosted service that processes your Customer Data. You control the infrastructure, the keys, and who can access them.

4. Customer Data and intellectual property

4.1 Customer Data

“Customer Data” means data, content, and materials you or your users process with or generate within the Services. As between you and Raidu, you retain all right, title, and interest in and to Customer Data. Customer Data stays in your environment, and Raidu does not need access to it to provide the Services. If you choose to share Customer Data with Raidu, for example in a support request, Raidu will use it only to respond to that request and as permitted in your signed Data Processing Agreement.

4.2 De-identified data

Raidu may use aggregated and de-identified information about your use of the Services that you choose to share with Raidu, such as licence, version and support information, for analytics and product improvement, provided that such information does not identify you, your users, or any individual. It does not include Customer Data.

4.3 Raidu intellectual property

The Services, including all software, models, documentation, branding, and content (other than Customer Data), are owned by Raidu and protected by intellectual property laws. Nothing in these Terms transfers any ownership rights to you. Raidu reserves all rights not expressly granted.

4.4 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant Raidu a perpetual, irrevocable, royalty-free license to use them without obligation to you.

5. Fees and payment

Pricing for paid plans is set out in the order form, subscription page, or other written agreement between you and Raidu. Unless stated otherwise:

• fees are due in advance and non-refundable;
• invoices are payable within 30 days of the invoice date;
• overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower;
• Raidu may suspend or terminate the Services for non-payment after written notice and a reasonable cure period;
• Raidu may adjust fees with at least 30 days’ prior notice, effective on your next renewal term.

You are responsible for all applicable taxes other than taxes on Raidu’s net income.

6. Term and termination

These Terms apply for as long as you have access to the Services. Subscription terms are set out in your order form.

Either party may terminate these Terms or any subscription:

• for material breach by the other party that is not cured within 30 days after written notice;
• immediately for non-payment, fraud, or violation of section 3.2;
• for convenience at the end of the then-current subscription term, with at least 30 days’ written notice before renewal.

On termination: your right to use the Services ends and you will stop using and remove the Raidu software; Customer Data remains in your environment and under your control; provisions that by their nature should survive (sections 4, 7, 8, 9, 10, 11, 12, 13) will survive.

7. Confidentiality

Each party may disclose confidential information to the other party in connection with the Services. The receiving party will protect such information using reasonable care, use it only to perform under these Terms, and disclose it only to employees, agents, and contractors with a need to know who are bound by confidentiality obligations at least as protective as these Terms. Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known without restriction, is independently developed, or is required to be disclosed by law (with notice to the disclosing party where permitted).

8. Disclaimer of warranties

EXCEPT AS EXPRESSLY STATED IN A SIGNED AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RAIDU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. RAIDU DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

AI-generated outputs and governance decisions surfaced through the Services may contain errors, omissions, or biases. You are responsible for reviewing outputs before relying on them and for the suitability of the Services for your particular use case.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Indirect damages. Neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.
• Cap. Each party’s aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by you to Raidu in the 12 months preceding the event giving rise to the claim.

The limitations in this section do not apply to: (a) breach of section 3.2 or section 4; (b) a party’s indemnification obligations; (c) bodily injury; or (d) liability that cannot be limited under applicable law.

10. Indemnification

10.1 By Raidu

Subject to section 9, Raidu will defend you against any third-party claim that the Services, when used in accordance with these Terms, infringe a valid patent, copyright, trademark, or trade secret of that third party, and will pay damages and costs awarded against you in any such claim or in settlement of such claim, provided that you (a) promptly notify Raidu in writing, (b) give Raidu sole control of the defense and settlement, and (c) provide reasonable cooperation. Raidu has no obligation under this section for claims arising from Customer Data, your combination of the Services with non-Raidu products, or your use of the Services in violation of these Terms.

10.2 By you

You will defend Raidu against any third-party claim arising from your Customer Data, your violation of section 3.2, or your use of the Services in violation of applicable law, and will pay damages and costs awarded against Raidu in any such claim or in settlement of such claim.

11. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute that is not subject to arbitration. Each party waives any right to a jury trial. Nothing in these Terms prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

12. Changes to these Terms

We may update these Terms from time to time. The effective date at the top of this page reflects the most recent change. For material changes, we will provide notice through the Services or by email at least 30 days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.

13. Miscellaneous

• Entire agreement. These Terms (together with any order form, Data Processing Agreement, or other written agreement signed by both parties) are the entire agreement between you and Raidu regarding the Services and supersede any prior or contemporaneous agreements on the same subject.
• Severability. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.
• No waiver. A failure to enforce any right or provision is not a waiver of future enforcement.
• Assignment. You may not assign these Terms without our prior written consent. Raidu may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.
• Force majeure. Neither party will be liable for delay or failure caused by events beyond its reasonable control.
• Notices. Notices to Raidu must be sent to the address in section 14.

14. Contact us

For questions about these Terms, including notices required to be given in writing, contact:

Raidu Inc. Email: legal@raidu.com Website: raidu.com