Terms and Conditions

By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services. If you use the Services for a company or other entity, you agree to these Terms on its behalf.

If you and Dodge AI have signed an order form, master services agreement or other written agreement, that agreement applies together with these Terms. If they conflict, the documents apply in this order: (1) the signed order form or written agreement, (2) our Data Processing Agreement ("DPA"), and (3) these Terms. Our Privacy Policy explains how we handle personal information and is not part of these Terms, except where these Terms refer to it.

You represent and warrant that:

• You are at least 18 years old.
• You have the legal capacity to enter into these Terms.
• If you use the Services on behalf of a company or other entity, you have authority to bind that entity to these Terms.
• You will use the Services only for business purposes.

We provide an agentic AI platform that automates and orchestrates the support, maintenance and modernization of enterprise resource planning (ERP) systems, including SAP, Oracle and Microsoft Dynamics environments.

We may modify or update the Services from time to time. During a paid subscription term, we will not materially reduce the core functionality of the Services you have purchased. We may suspend or discontinue features, or the Services, on reasonable notice, subject to applicable law and any signed agreement with you. If we discontinue a paid Service during your term, we will refund the prepaid fees for the rest of the term. Support and service levels apply only if your order form says so.

You may need an account to use some features. You are responsible for keeping your account credentials confidential and for all activity under your account, including activity by users you authorize. You agree to give accurate information and to tell us promptly about any unauthorized use or security incident involving your account.

To provide the Services, you may connect Dodge AI to your enterprise systems and grant it access. By doing so you:

• Authorize us to access and act on those systems only as needed to provide the Services, within the scope and permissions you set.
• Confirm that you have the right to grant that access, including under your licenses with your ERP and software vendors.
• Agree to grant the minimum permissions needed, and to revoke credentials or access at any time you choose.
• Are responsible for maintaining backups of your systems, for your own change-control processes, and for testing changes in a non-production environment before they reach production.
• Are responsible for reviewing and approving actions taken in your systems, and for the approval settings you configure. If you configure the Services to act without review, you accept the results of those actions, except to the extent they are caused by our breach of these Terms.

We store and use credentials you provide only to deliver the Services and protect them with the safeguards described in Section 10.

You agree not to:

• Use the Services in violation of any law, regulation or third-party rights.
• Upload, transmit or distribute malicious code or harmful content.
• Interfere with or disrupt the integrity, performance or security of the Services.
• Try to gain unauthorized access to the Services or related systems.
• Reverse engineer, decompile, copy, scrape or misuse the Services, except as the law permits.
• Use the Services or their outputs to build, train or benchmark a competing product or service.
• Use the Services in safety-critical settings where a failure could cause injury or death.
• Rely on outputs for legal, financial, regulatory, employment or other high-impact decisions without qualified human review.
• Submit Restricted Data (defined in Section 8).

You keep all rights in the content, data, files, prompts and other materials you submit to the Services or make available through connected systems ("Customer Content"). You grant us a limited, non-exclusive, worldwide license to host, process, transmit and use Customer Content only as needed to provide, secure and support the Services for you, and as the law requires. We do not use Customer Content to train AI models for other customers or third parties, as described in our Privacy Policy.

You confirm that you have all rights, notices and consents needed to submit Customer Content and to let us process it. Where Customer Content includes personal data, you are the controller (or business) and we are your processor (or service provider), and our DPA applies. We will sign the DPA with you on request. It includes the terms required by Article 28 of the GDPR and, where they apply, the Standard Contractual Clauses.

You can export your Customer Content during the term. After the agreement ends, we keep it for at least 30 days so you can retrieve it, and we delete it within 90 days, as described in our Privacy Policy.

The Services use artificial intelligence. You agree that:

• Outputs are probabilistic and may contain inaccuracies, omissions or outdated information. Similar or identical outputs may be generated for different users.
• You are responsible for reviewing outputs before relying on them, especially for legal, financial, regulatory, employment or other high-impact decisions.
• As between you and us, you own the outputs generated from your Customer Content, subject to our rights in the Services themselves.
• You must not present AI-generated outputs as solely human-generated where that would be misleading or unlawful.
• You must not submit Restricted Data unless we have expressly agreed in writing. "Restricted Data" means special categories of personal data (such as health, biometric, or racial or ethnic origin data), payment card numbers, government identification numbers, and data subject to classified-information or defense export controls.

If you give us suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without obligation to you. We may collect and use service usage data, and aggregated or de-identified data, to operate, secure and improve the Services. That data does not include Customer Content and does not identify you or your users.

We maintain administrative, technical and organizational safeguards to protect Customer Content, as described in our Privacy Policy. We maintain SOC 2 Type I and Type II compliance, and we will keep it in place for as long as we provide the Services to you. On request, and subject to Section 15, we will give you our current SOC 2 report so you can assess our controls. We comply with the GDPR and the UK GDPR where they apply to our processing of Customer Content. Additional audits are available only as the DPA provides. If we become aware of a security incident affecting your Customer Content, we will notify you without undue delay and within 72 hours, and give you the information you reasonably need to meet your own legal obligations. You are responsible for the security of your own systems, credentials and users.

If you buy paid Services, you agree to pay the fees, taxes and charges set out in your order form or, for self-serve plans, at checkout. Unless your order form says otherwise:

• Fees are quoted in US dollars and do not include taxes, which you are responsible for.
• Invoices are due within 30 days of the invoice date.
• Subscriptions renew for the same term unless either party gives written notice of non-renewal at least 30 days before the renewal date.
• If you dispute an invoice, tell us in good faith within 30 days of the invoice date and pay the undisputed part.
• If you pay late, we may charge interest at 1% per month, or the highest rate the law allows if lower, and we may suspend access after 10 days' written notice.
• Fees are non-refundable, except where the law requires or where Section 3, 17, 20 or 23 provides for a refund.

We may offer free trials, pilot programs or beta features. These may be changed or discontinued at any time and are provided "as is", without service commitments, support obligations, warranties or availability guarantees. Sections 7, 10 and 15 (data, security and confidentiality) still apply to them.

We and our licensors own all rights, title and interest in the Services, including all software, models we develop, designs, branding, documentation and related intellectual property, except for Customer Content and your outputs. During the term, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Services for your internal business purposes, under these Terms. We reserve all other rights. Some components of the Services may be open source software governed by their own licenses.

If you believe content on our Services infringes your copyright, send a notice with the information the law requires to support@getdodge.ai, and we will respond as the law requires.

The Services may work with, or link to, third-party products, websites and services, including your ERP vendors' software. We do not control them and are not responsible for them, and your use of them may be subject to their own terms and privacy policies. Some features rely on third-party AI model providers. Where a provider's usage policy restricts certain uses, we will tell you, and those restrictions apply to your use of that feature. We remain responsible to you for our sub-processors as set out in the DPA.

"Confidential Information" means non-public information that one party (the "Discloser") gives the other (the "Recipient") that is marked confidential or that a reasonable person would understand to be confidential. Customer Content is your Confidential Information.

The Recipient will use Confidential Information only to perform or use the Services, protect it with at least reasonable care, and disclose it only to employees, contractors and advisors who need to know it and are bound by written confidentiality duties. These duties do not apply to information that is or becomes public without the Recipient's fault, was already known to the Recipient, is independently developed, or is received lawfully from a third party without restriction.

The Recipient may disclose Confidential Information if the law or a court orders it, after giving the Discloser prompt notice where the law allows. These duties last during the term and for five years afterwards, and for as long as we hold Customer Content or the information is a trade secret. On request or when the agreement ends, the Recipient will return or delete the Discloser's Confidential Information, except for copies in routine backups or that the law requires it to keep, which stay protected.

We will provide the Services with reasonable skill and care. To the maximum extent the law allows, and except as stated in the previous sentence, the Services are provided "as is" and "as available". We disclaim all other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Services or outputs will be uninterrupted, error-free or free from harmful components.

For customers who pay for the Services, we will defend you against any third-party claim alleging that the Services, as we provide them, infringe that third party's intellectual property rights. We will pay the damages and settlement amounts finally awarded or agreed in that claim. We have no duty for claims caused by Customer Content, by combining the Services with items we did not provide, by modifications we did not make, or by use in breach of these Terms. If a claim is made or likely, we may obtain the right for you to keep using the Services, modify them so they no longer infringe, or end your use and refund prepaid fees for the remaining term. This Section states our entire liability, and your exclusive remedy, for infringement claims.

You will defend Dodge AI and its officers, directors, employees and affiliates against third-party claims arising from your Customer Content, your use of the Services in breach of Sections 5, 6 or 8, or your violation of applicable law. You will pay the damages, costs and settlement amounts finally awarded or agreed in that claim.

For both indemnities, the indemnified party must promptly notify the other party, allow it to control the defense and settlement (but a settlement that admits fault or imposes obligations on the indemnified party needs that party's consent), and reasonably cooperate at the other party's expense.

To the maximum extent the law allows:

• Neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or business opportunities.
• Each party's total liability arising out of or related to these Terms or the Services will not exceed the fees you paid or owed to us for the Services in the 12 months before the event giving rise to the claim. If you have paid no fees in that period, the limit for each party is US $100.
• For breach of Section 10 (security) or Section 15 (confidentiality), and for the indemnities in Sections 17 and 18, each party's total liability will not exceed two times the amount in the previous bullet.
• These limits do not apply to liability for fraud, gross negligence or willful misconduct, to liability that cannot be limited by law, or to your obligation to pay fees.

Some jurisdictions do not allow certain limitations, so parts of this Section may not apply to you.

These Terms apply from when you first accept them and continue until you stop using the Services or the agreement ends under its order form or this Section.

• Either party may terminate for the other's material breach that is not fixed within 30 days after written notice. If you terminate for our uncured breach, we refund prepaid fees for the period after termination.
• We may suspend access, to the extent needed, if you create a security or legal risk, if the law requires, or if you do not pay after the notice in Section 11. We will restore access when the issue is resolved.
• You may stop using the Services at any time. Fees already paid are not refunded, except as these Terms state.
• When the agreement ends, your access stops, you pay any fees owed, and we handle Customer Content as Section 7 describes.

Sections that by their nature should survive termination will survive, including Sections 5, 7, 9, 13, 15 to 19, and 22 to 26.

We may name you as a customer and show your name and logo on our website and in our marketing materials only with your prior written consent. An email is enough. You can withdraw your consent at any time by emailing support@getdodge.ai, and we will remove your name and logo within a reasonable time.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law rules. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of or related to these Terms or the Services, and each party consents to those courts. To the extent the law allows, each party waives any right to a jury trial. Either party may seek an injunction in any court of competent jurisdiction to protect its intellectual property or Confidential Information. If a signed agreement between you and us chooses a different law or forum, that agreement applies instead.

We may update these Terms from time to time. For material changes, we will notify you by email to your account contact or through the Services at least 30 days before they take effect, unless a change is needed sooner to comply with the law. If a material change is adverse to you, you may end your subscription before it takes effect and receive a refund of prepaid fees for the remaining term. If you have no signed agreement with us, continuing to use the Services after the changes take effect means you accept them. If you have a signed agreement, changes to it need your written agreement.

You will comply with applicable export control, sanctions and anti-corruption laws, including those of the United States. You confirm that you and your users are not on any government restricted-party list and are not located in, or ordinarily resident in, a country or region under comprehensive US sanctions. You will not make or accept improper payments in connection with the Services.

Notices to us go to support@getdodge.ai, with a copy by mail to Dodge AI, Inc., 16192 Coastal Highway, Lewes, Delaware 19958, United States, for legal notices such as breach or termination. Notices to you go to the email address on your account or order form, or through the Services. Email notices are effective when sent.

• Assignment. Neither party may assign these Terms without the other's written consent, except that either party may assign them to a successor in a merger, acquisition or sale of substantially all its assets, on written notice to the other party.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Severability and waiver. If a provision is unenforceable, the rest stays in effect. Not enforcing a provision is not a waiver of it.
• Entire agreement. These Terms, together with any signed agreement and the DPA, are the entire agreement on their subject and replace earlier discussions.
• Relationship. The parties are independent contractors. There are no third-party beneficiaries.

Dodge AI, Inc.

16192 Coastal Highway, Lewes, Delaware 19958, United States

Email: support@getdodge.ai

Website: https://www.getdodge.ai