Umaku.ai Customer Agreement (Omdena Inc.)
Effective Date: [1/01/2025]
Version: 1.0
This Umaku.ai Customer Agreement (“Agreement”) is between Omdena Inc.(“Omdena,” “we,” “us”) and the entity or individual accepting this Agreement (“Customer,” “you”). This Agreement constitutes a legally binding contract formed electronically and governs your access to and use of the Umaku.ai platform and any related services.
By clicking “Agree” (or similar), creating an account, placing an order, starting a trial, or using the Services, you confirm you are bound by this Agreement.
If you accept this Agreement on behalf of an entity, you represent that you have the authority to bind that entity, and “Customer/you” refers to that entity.
1. Overview
1.1 Scope. This Agreement applies to Customer’s access to and use of Umaku.ai cloud services, including any AI features that are integral to the Services (the “Services”), plus any support services provided under an Order (defined below).
1.2 Order of precedence. If there is a conflict between this Agreement and an Order, the Order controls only for the specific subject matter of that Order.
1.3 Policies. Customer’s use of the Services is also subject to:
the Acceptable Use Policy (“AUP”) (Section 6), and
the Data Processing Addendum (“DPA”) if personal data is processed (Section 7). These form part of this Agreement.
2. Definitions
“Affiliate” means any entity controlling, controlled by, or under common control with a party (control = >50% voting interest or power to direct management).
“Customer Data” means data, content, prompts, files, tickets, documents, or other materials submitted to the Services by or on behalf of Customer or its Users.
“Documentation” means Umaku.ai user guides and technical documentation made available by Omdena.
“Order” means an ordering document, online checkout, statement of work, or other ordering process identifying plan, fees, Scope of Use, and term.
“Scope of Use” means usage entitlements/limits (e.g., number of Users, seats, workspaces, storage, API calls, AI usage units, or other limits).
“Subscription Term” means the period Customer is authorized to use the Services under an Order.
“Trial” means a free or discounted evaluation period (if offered) as described in Section 5.
“User” means any individual Customer authorizes to access the Services.
3. License and Permitted Use
3.1 Right to use. Subject to this Agreement and during the applicable Subscription Term, Omdena grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Services for Customer’s and its Affiliates’internal business purposes, in accordance with the Documentation and Scope of Use.
3.2 Users. Customer may allow Users (including employees, contractors, and agents) to use the Services, provided Customer remains responsible for their compliance with this Agreement.
3.3 Reservation of rights. Omdena retains all rights not expressly granted to Customer.
4. Restrictions
Except as expressly permitted by Omdena in writing, Customer must not (and must not permit anyone else to):
- a) sell, resell, rent, lease, sublicense, distribute, or provide the Services on a service bureau/outsourcing basis;
- b) provide access to the Services to any third party other than Users;
- c) charge a separate fee specifically for use of the Services (Customer may charge an overall fee for its own offerings where the Services are ancillary);
- d) use the Services to intentionally develop or train a competing product or service;
- e) reverse engineer, decompile, or attempt to discover source code or non-public interfaces;
- f) modify, copy, create derivative works of, or replicate the Services (except to the extent allowed by law);
- g) interfere with or circumvent Scope of Use limits or access controls;
- h) remove or obscure proprietary notices;
- i) violate the AUP, applicable law, or third-party rights.
5. Trial and Free Plans (If Offered)
5.1 Trial availability. Omdena may offer Trials at its discretion. Trial features, limits, and duration may be presented in-product or in writing.
5.2 Trial modifications and termination. Omdena may modify, suspend, or terminate a Trial at any time, including with or without prior notice, especially if:
- Customer exceeds Trial limits or Scope of Use;
- Customer violates this Agreement or the AUP;
- Customer’s use risks security, stability, or harms others; or
- required by law or governmental request.
5.3 No warranty for Trials. Trials are provided “AS IS” and without warranties to the maximum extent permitted by law.
6. Acceptable Use
6.1 Customer must not use the Services to:
- break the law or infringe rights;
- transmit malware or harmful code;
- attempt unauthorized access;
- engage in abusive, deceptive, or harmful conduct;
- submit content that is unlawful (including child sexual abuse material), or facilitate wrongdoing.
6.2 Omdena may take enforcement actions under Section 10 (Suspension/Removal).
7. Data Processing, Security, and Hosting Regions
7.1 Customer Data processing. Omdena processes Customer Data to provide, secure, maintain, and improve the Services and to provide support.
7.2 Security measures. Omdena maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction, consistent with typical secure industry practices.
7.3 Hosting regions restriction (your requirement). Customer Data will be processed and stored only in data centers located in:
Europe, the United States, and Japan.
Omdena will not knowingly process or store Customer Data outside these regions, except as instructed by Customer or required by law.
7.4 DPA. If Omdena processes personal data on Customer’s behalf, the Omdena Data Processing Addendum applies and forms part of this Agreement. If Customer requires a countersigned DPA, Omdena will provide it upon request.
7.5 Customer responsibilities. Customer is responsible for (i) the lawfulness of Customer Data, (ii) required notices/consents, and (iii) ensuring Users do not upload data Customer is not permitted to share.
7.6 GDPR Compliance.
Omdena will process Customer Data in accordance with the Omdena Data Processing Addendum (DPA), which includes, at a minimum:
- a) Roles and responsibilities of Omdena as processor and Customer as controller under Article 28 GDPR;
- b) Obligations to notify Customer without undue delay and in any event within 72 hours in the event of a personal data breach affecting Customer Data;
- c) Disclosure of any sub-processors engaged in processing Customer Data, including the right of Customer to object to new sub-processors; and
- d) Use of Standard Contractual Clauses (SCCs) or other lawful transfer mechanisms when Customer Data is processed outside the EU, including in the United States.
The DPA forms part of this Agreement, and Omdena will provide a countersigned DPA upon Customer request.
8. AI Features (Built-in, not add-ons)
8.1 AI functionality. The Services include extensive AI-driven features that may generate outputs based on Customer Data and User inputs.
8.2 Customer responsibility for outputs. Customer is responsible for:
- evaluating AI outputs for accuracy and suitability;
- ensuring human review where appropriate;
- compliance with laws and internal policies for decisions made using AI outputs.
8.3 Prohibited inputs. Customer must not submit content that violates the AUP or applicable law, and must not use the Services to generate harmful or illegal content.
8.4 Model behavior. AI outputs may be inaccurate, incomplete, or biased. Omdena does not guarantee outputs will be correct or fit for a particular purpose.
8.5 No regulated use: The Services are not intended for use in high-risk or regulated decisions (e.g., medical diagnosis, credit eligibility, employment decisions) unless expressly agreed in writing.
8.6 AI Classification Disclaimer.
The Services are classified as general-purpose AI and low-risk AI under current EU AI regulations. They are not intended for high-risk AI use cases, including critical decisions affecting safety, legal rights, or essential public services, unless expressly agreed in writing.
9. Support
Support (if any) is provided as specified in the applicable Order or plan description.
10. Suspension, Removal, and Enforcement (No Warning Required)
10.1 No monitoring obligation. Omdena is not obligated to monitor Customer Data.
10.2 Suspension/removal. Omdena may immediately, and without prior notice, limit access, suspend Users, remove Customer Data, or suspend the Services if Omdena reasonably believes, acting in good faith, that:
- a) Customer or its Users violated this Agreement, the AUP, or law;
- b) Customer exceeded Scope of Use limits (including AI usage, storage, seats, API calls, or other limits);
- c) Customer’s use threatens security, stability, or integrity of the Services; or
- d) required by law or government request.
10.3 Restoration. Where practicable and lawful, Omdena may allow Customer to remediate the issue, but is not required to do so before enforcement.
11. Data Export and Retrieval
11.1 Export right. During an active Subscription Term, Customer may request export of Customer Data in an applicable and reasonable format supported by the Services (e.g., JSON, CSV, or other available formats).
11.2 Timeline (your requirement). Omdena will use commercially reasonable efforts to provide the export within two (2) weeks after receiving a reasonable request that includes sufficient details for Omdena to fulfill it (e.g., workspace, date range, format).
11.3 Limits. Exports may be subject to technical constraints, legal restrictions, and security verification. Omdena may charge reasonable professional services fees for unusually complex export requests, if disclosed in advance.
12. Fees, Billing, and Taxes
12.1 Fees. Fees and payment terms are set out in the applicable Order.
12.2 Overages. If Customer exceeds the Scope of Use, Omdena may (i) require an upgrade, (ii) charge overage fees, and/or (iii) enforce limits or suspend access under Section 10.
12.3 Taxes. Fees are exclusive of taxes. Customer is responsible for applicable taxes except taxes on Omdena’s net income.
13. Intellectual Property and Ownership
13.1 Customer Data. As between the parties, Customer owns Customer Data.
13.2 Services. Omdena owns the Services, software, models, workflows, UI, and underlying technology, including improvements.
13.3 Feedback. If the Customer provides feedback, Omdena may use it without restriction or obligation.
13.4 No Training on Customer Data.
Omdena will not use Customer Data to train or improve general-purpose AI models, except as necessary to provide the Services to Customer or as expressly agreed in writing.
14. Confidentiality
14.1 Confidential Information. Non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential.
14.2 Obligations. The receiving party will protect Confidential Information using at least reasonable care and only use it to perform under this Agreement.
14.3 Compelled disclosure. Permitted if required by law, and the receiving party will notify the disclosing party when legally allowed.
15. Warranties and Disclaimers
15.1 Limited warranty. Omdena warrants that the Services will materially conform to the Documentation as made generally available by Omdena during the Subscription Term.
15.2 Remedy. If Omdena breaches this warranty and Customer provides notice within 30 days of discovery, Omdena will use reasonable efforts to fix the nonconformity. If not practicable, either party may terminate the affected Order, and Omdena will refund prepaid unused fees for that terminated portion.
15.3 The Services are provided “as is” and classified as general-purpose/low-risk AI under EU AI regulations. Omdena does not warrant suitability for high-risk AI applications unless expressly agreed in writing.
15.4 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS.” OMDENA DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OMDENA DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR ACCURACY OF AI OUTPUTS.
16. Limitation of Liability (Your Caps)
16.1 Exclusion of damages. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, data, or business interruption.
16.2 General liability cap (your requirement). To the maximum extent permitted by law, each party’s total liability arising out of or related to this Agreement will not exceed the fees paid (or payable) by Customer to Omdena for the Services giving rise to the claim during the three (3) monthsimmediately preceding the event giving rise to liability.
16.3 Data breach special cap (your requirement). For claims arising from unauthorized disclosure of Customer Data caused by Omdena’s breach of Section 7.2 (Security measures), Omdena’s aggregate liability will not exceed two (2) times the fees paid (or payable) by Customer for the Services giving rise to the claim during the three (3) months immediately preceding the event giving rise to liability.
16.4 Exceptions. Nothing in this Agreement limits liability for:
- payment obligations;
- fraud or willful misconduct; or
- liability that cannot be limited under applicable law.
17. Term and Termination
17.1 Term. This Agreement begins when accepted and continues until all Orders expire or are terminated.
17.2 Termination for convenience. Either party may terminate an Order upon notice as stated in the Order. Unless the Order states otherwise, fees are non-refundable except as provided in Section 15.2.
17.3 Termination for cause. Either party may terminate if the other materially breaches and fails to cure within 30 days after notice (except Omdena may suspend immediately under Section 10).
17.4 Effect of termination. Upon termination/expiration:
- Customer’s access ends;
- Customer must stop using the Services;
- Omdena will delete Customer Data, within a commercially reasonable period following termination, unless retention is required by law, in accordance with its data retention practices and the DPA.
18. Publicity
Unless prohibited by an Order, Omdena may identify Customer as a customer (e.g., logo/name) in marketing materials. The customer may opt out by written notice.
19. Changes to this Agreement
Omdena may update this Agreement by posting an updated version. Updates become effective on the stated effective date or upon renewal/new Order, unless the update is required by law or to address security/functionality; in that case it may take effect sooner.
20. Governing Law and Disputes (Your Requirement)
This Agreement is governed by the laws of the State of Delaware, excluding conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Delaware.
21. Miscellaneous
Assignment. Customer may not assign without Omdena’s written consent (except to a successor in a merger/acquisition). Omdena may assign to an Affiliate or successor.
Force majeure. No liability for events beyond reasonable control (except payment obligations).
Entire agreement. This Agreement + Orders + DPA + AUP are the entire agreement.
Severability. If any provision is unenforceable, the rest remains in effect.
No waiver. Failure to enforce is not a waiver.