Saidot Master Terms of Service
Last modified: April 15th, 2026
This agreement is made up of these Saidot Master Terms of Service (“Terms of Service”), its Annexes and Appendices, including any Order Forms of other separate agreements between Saidot and Customer and any other documents incorporated by reference into these Saidot Terms of Service (collectively, the “Agreement”), and is made between the entity or person placing an order for or accessing any Services (“Customer” or “you”) and Saidot Ltd. (“Saidot”). The Customer and Saidot are also referred to as a “Party” and collectively as the “Parties”.
These Terms of Service govern Customer’s access to and use of the Services provided by Saidot.
By accessing, browsing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. Acceptance of these Terms of Service constitutes a binding agreement by and between Saidot and the entity or person placing an order for or accessing any Services. If you accept these Terms of Service on behalf of a company or other legal entity, you represent that you are authorised to bind that legal entity to this Agreement. All references to “you”, “your”, and “customer” refer to the person accepting the Terms of Service as an individual or the legal entity for which the representative is acting on behalf. Saidot may make modifications, deletions, or additions to these Terms of Service. Customer administrators will be notified of any significant changes before they take effect. The most up-to-date version of the Terms of Service can be viewed atSaidot Master Terms of Service. Continued use of the Services constitutes acceptance of any updated Terms.
This Agreement is effective on the earliest of (i) the date Customer signs up to the Services; (ii) Customer entering into an Order Form or another similar separate agreement with Saidot referencing or otherwise incorporating this Agreement; or (iii) Customer’s use of the Services (the “Effective Date”).
BY INDICATING YOUR ACCEPTANCE OF THESE TERMS OF SERVICE OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THESE TERMS OF SERVICE ARE LEGALLY BINDING UPON IT. PLEASE READ THEM CAREFULLY.
Definitions
“Additional Services” means Free Services and non-production environments of the Cloud Services.
“Affiliate” means a legal entity controlling, controlled by, or under common control with a Party, whereby control means the direct or indirect ownership of fifty percent (50%) or more of the voting interests in such entity.
“Agreement” means these Saidot Terms of Service, its Annexes and Appendices, including any Order Forms and other documents incorporated by reference into Saidot Terms of Service.
“API” means any application programming interface made available by Saidot to Customer (but excluding Third-Party Services that communicate with the Cloud Services via such APIs).
“Authorised Users” means Customer’s and its Affiliates’ employees, vendors, consultants, or contractors.
“Cloud Services” means the software-as-a-service product made available to Customer by Saidot as set out in the Order Form, including Updates thereto, and any related hosting, content, APIs, MCP servers, templates, and features provided and managed by Saidot, but excluding Third-Party Services.
“Confidential Information” means (a) Customer Content; and (b) any non-public business, technical, financial, or other information disclosed or made available by or on behalf of one Party (“Discloser”) to the other Party (“Receiver”) in connection with the Agreement (including any evaluation or potential future purchases), including, without limitation, information related to the Services, including software, security information, and pricing, and software code. Confidential Information shall not include information that (i) is or becomes a part of the publicly available without breach of the Agreement by the Receiver; (ii) was in the Receiver’s lawful possession prior to the disclosure without a confidentiality obligation and had not been obtained by the Receiver either directly or indirectly from the Discloser; (iii) is lawfully disclosed to the Receiver by a third-party without restriction on disclosure; or (iv) is independently developed by the Receiver without use of or reference to the Discloser’s Confidential Information.
“Customer Content” means any data, applications, files, materials, or information submitted by or on behalf of Customer or its Authorised Users to the Cloud Services or to Saidot in the course of receiving Services.
“Data Processing Addendum” means the then current Data Processing Addendum available atData Processing Addendum.
“EU Data Act Addendum” means the then current EU Data Act Addendum available atEU Data Act Addendum.
“Free Services” means the Services Saidot makes available to Customer at no additional charge.
“Intellectual Property Rights” means any and all intellectual property rights including (a) patents, utility model rights, design rights and rights in inventions; (b) trademarks, service marks, trade dress, and all other rights in signs or designations identifying or distinguishing goods or services, together with associated goodwill; (c) copyrights and moral rights with respect to copyrighted works; (d) database rights; (e) trade secrets, know-how, and rights in undisclosed information; (f) rights in data, software, source code, user interface, algorithms, computing models, digital tools, and computational frameworks and processes; (h) domain names and website addresses; (i) all applications for, registrations of, and renewals of any of the foregoing; in each case whether registered or unregistered, subsisting now or in the future, anywhere in the world.
“Order Form” means the signed order form between Saidot and Customer referencing these Terms of Service. The Order Form can be a form or a contract document.
“Privacy Policy” means the Saidot Privacy Policy available atSaidot Privacy Policy.
“Professional Services” means services provided by Saidot to Customer relating to the Cloud Services, which may include expert assistance, technical assessments, training, and consulting services.
“Saidot Documentation” means all user guides, templates, frameworks, prompts, scripts, skills, implementation guides, technical documentation, reports, forms, written release notes and any other documentation or materials provided by Saidot to Customer in connection with the Services.
“Saidot Partner” means an entity officially authorised by Saidot to facilitate the sale of Saidot Services through the Partner’s marketplace or service. Saidot Partners act as intermediaries and are not party to any Agreement between the Customer and Saidot.
“Services” means the services provided by Saidot to Customer under the Agreement, including Cloud Services, Professional Services, and Support, as set out in an Order Form or other separate agreement between Saidot and Customer.
“Subscription Term” means the term of Customer's subscription to the Services as specified in the applicable Order Form or other separate agreement between Saidot and Customer, including any subsequent renewals.
“Support” means the support services related to the Customer’s subscription set out in the Order Form or other separate agreement between Saidot and the Customer.
“Support Description” means the description of Support and service levels made available by Saidot at Support and service levels (as updated from time to time).
“Third-Party Services” means any third-party software applications, website, data sources, or content that are external to, but accessible from or connectable to, the Cloud Services (whether through an API, MCP, URL, or other means).
“Updates” means the new releases of the Cloud Services, including updates, features, fixes, or patches.
Provision of Services and Restrictions
2.1. License and provision of Services During the Subscription Term, Saidot provides the Customer with a limited, non-sublicensable, non-transferable, non-exclusive right to access and use the Cloud Services. Support is provided as per the Support Description, unless otherwise stated in the applicable Order Form or other separate agreement between Saidot and Customer. Professional Services are provided as set out in the applicable Order Form or other separate agreement between Saidot and Customer.
2.2. Equipment to access Services: Customer shall be responsible for obtaining and maintaining all hardware, software, and other equipment needed for access to and use of the Cloud Services and all charges related thereto.
2.3. Restrictions: Customer shall not:
(Access and entitlements) (a) provide access to the Cloud Services or sublicense, rent, or lease the Cloud Services to any third party or otherwise permit a third party to use or benefit from the Cloud Services other than as allowed by the features and functionality of the Cloud Services; (b) use Cloud Services to provide, or incorporate Cloud Services into, any product or service provided to a third party, unless expressly set out in an Order Form or other separate agreement between Saidot and Customer;
(Technical integrity) (c) copy, modify, reverse engineer, or otherwise attempt to discover the underlying source code, structure, or technical information of the Cloud Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Saidot); (d) copy, reproduce, or modify Cloud Services or any related materials forming a part of or provided with the Cloud Services, unless expressly set out in an Order Form or other separate agreement between Saidot and Customer; (e) use any crawler, spider, data scraping, or extraction tool or similar mechanism with respect to the Cloud Services, except where such extraction is performed through APIs made available by Saidot for the purpose of accessing or porting Customer’s own Customer Content or outputs generated through the Cloud Services; (f) disrupt, interfere with, or gain unauthorised access to the Cloud Services;
(Content and legal compliance) (g) use the Services in violation of applicable laws; (h) access, store, or transmit any spam, viruses, or any other material that is unlawful, abusive, harmful, or obscene; (i) use the Cloud Services to gain unauthorised access to any service, device, data, account or network; (j) use the Cloud Services in a manner or submit Customer Content that violates Intellectual Property Rights of any third-party;
(Third-party connections) (k) connect any Third-Party Services to the Cloud Services in a manner that violates applicable law, the rights of any third-party, or the terms of the relevant third-party provider;
(API use) (l) use the APIs in excess of any usage limits or rate limits set out in the Saidot Documentation; (m) use the Cloud Services, or APIs other than in accordance with Saidot Documentation.
2.4. Accounts: In order to gain access to and use the Cloud Services, Customer must complete a registration process by providing Saidot with current, complete, and accurate information. Customer may access and use the Cloud Services solely for its own benefit and in accordance with the terms and conditions of these Terms of Service and any use restriction designated in the applicable Order Form or another similar separate agreement that the Customer has entered into with Saidot. Where Customer is given API keys or passwords to access the Cloud Services, Customer will require that Authorised Users on its account keep API keys, user ID, and password information strictly confidential and not share such information with any unauthorised persons. User IDs are granted to individual, named persons and may not be shared.
2.5. Responsibility: Except to the extent caused by a breach of the Agreement by Saidot, Customer is responsible for: (a) all use and misuse of the Cloud Services by Authorised Users’ and by any third-parties authorised by the Customer, and for their compliance with the Agreement; (b) all activity occurring under Customer’s user accounts; and (c) Customer Content, and shall hold Saidot harmless and indemnify Saidot from and against all losses, damages, liabilities, costs (including legal fees) and expenses arising out of or relating to claims, actions, suits, or proceedings related to Customer Content.
2.6. Service modifications: Saidot may change, modify, or discontinue any aspect or feature of the Cloud Services at any time, including the availability of any feature, content, and equipment needed for access or use for scheduled or emergency maintenance. Saidot shall provide reasonable advance notice of any planned maintenance or discontinuation of features that may affect Customer’s access to or use of the Cloud Services.
2.7. Updates: Saidot may issue Updates, which will be provided at no additional charge and will be automatically available. Customer consents to such automatic updating and agrees that its purchase of the Cloud Services is not contingent upon the delivery of any future functionality or features. Saidot may share roadmaps, plans or other information regarding future development of the Cloud Services, but these are always indicative, and Saidot does not commit to changes in Cloud Services, or any timelines related to changes in Cloud Services.
2.8. Suspension: Saidot may suspend or restrict Customer's access to the Services without liability if: (a) Customer fails to pay Fees when due; or (b) Customer breaches the Agreement or applicable law; or (c) suspension or restriction is necessary to protect the security, integrity, or availability of the Cloud Services, other users, or Saidot’s systems, or to prevent liability to Saidot. Saidot shall provide fourteen (14) days' prior written notice before suspending or restricting access, except where the nature or severity of the circumstances makes prior notice impractical or would increase the risk or damage, in which case Saidot may act immediately and shall notify Customer promptly thereafter. Any such measures will be applied in a diligent, objective, and proportionate manner. Customer will be informed of the measures taken, their duration, and the factual and contractual basis for the decision, as well as any available redress options. Saidot does not use automated decision-making in connection with suspension or restriction decisions, such decisions will be taken by Saidot personnel. Saidot shall lift the suspension promptly once the relevant issue is resolved, without prejudice to its other remedies.
Fees and Payment
3.1. The prices for the Services and subscriptions shall be agreed between Saidot and the Customer separately by using Order Form or otherwise in writing.
3.2. Saidot will invoice Customer for any fees payable by Customer.
3.3. If Customer believes that Saidot has charged Customer incorrectly, Customer must contact Saidot no later than thirty (30) days after having been charged by Saidot. In the event of a dispute, Customer will pay any disputed amounts in accordance with the applicable payment terms, and the parties will discuss the disputed amounts in good faith in order to resolve the dispute, subject to Section 12.2.
3.4. Notwithstanding any general right to amend these Terms of Service, Saidot may change or impose new pricing conditions, fees or charges for use of the Services. Unless otherwise specified by Saidot, such pricing-related changes become effective for Customer upon renewal of Customer's current Subscription Term or entry into a new Order Form. Saidot will use reasonable efforts to notify Customer of any such changes through communications via Customer's account, email or other means
Limited Warranty and Warranty Disclaimer
4.1. Saidot warrants that (a) the Cloud Services will operate in substantial conformity with these Terms of Service and Saidot Documentation; (b) Support shall conform to the Support Description; and (c) Professional Services shall be provided in a workmanlike and professional manner. These warranties shall not apply where the non-conformity arises as a result of: (i) Customer’s failure to use the Services in accordance with this Agreement; (ii) misuse or unauthorised modifications; or (iii) if the non-conformity is caused or relates to any Third-Party Services.
4.2. Saidot's sole liability (and Customer's sole and exclusive remedy) for any breach of the warranties in Section 4.1 will be, at Saidot’s option and expense: (a) use commercially reasonable efforts to correct or repair the non-conformity; (b) replace or reperform the relevant Services; or (c) if Saidot is unable to correct, repair, or reperform, terminate the non-conforming Services and provide Customer with a refund of: (i) in the case of Cloud Services or Support any fees pre-paid for the terminated portion of the applicable Subscription Term; or (ii) in case of Professional Services, a refund of any prepaid fees for the terminated Professional Services which have not been delivered at the date of termination. The remedies set out in this Section 4.2 are conditional upon Customer notifying Saidot in writing of any non-conformity within thirty (30) days of first noticing it.
4.3. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 4.1, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PURPOSE, TITLE AND NON-INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF SERVICE. SAIDOT SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY SERVICES OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF SAIDOT.
4.4. CUSTOMER EXPRESSLY AGREES THAT USE OF SERVICES IS AT CUSTOMER'S SOLE RISK. NEITHER SAIDOT, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT ACCESS TO SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR MATERIALS PROVIDED AS PART THEREOF. FURTHER, SAIDOT DOES NOT WARRANT THAT IT WILL REVIEW ANY CUSTOMER CONTENT STORED ON THE CLOUD SERVICES FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN ANY CUSTOMER CONTENT WITHOUT LOSS OR CORRUPTION.
4.5. Each party is responsible for its own compliance with applicable laws. The Services, Saidot Documentation, or information provided by Saidot is not intended to constitute legal advice and should not be construed as such. All content, information, materials, products, and features on the Services and information provided by Saidot are provided for general informational purposes only.
4.6. AI-generated outputs, recommendations, assessments, and analyses produced by any AI-enabled features of the Cloud Services are provided for informational and decision-support purposes only. Saidot does not warrant the accuracy, completeness, reliability, or fitness for purpose of any such outputs, and shall have no liability for any decisions made or actions taken in reliance on them. Customer is solely responsible for independently verifying AI-generated outputs before relying on them for any compliance, legal, regulatory, or operational purposes.
4.7. Saidot shall not be responsible for any Authorised Users’ use of Third-Party Services. Saidot makes no warranty or representation regarding the compatibility or interoperability of the Cloud Services with any Third-Party Services.
4.8. The Services may contain hyperlinks to other websites and databases, the content of which have not been created or vetted by Saidot, and which are provided on an “as-is” and “as-available” basis.
Limitation of Liability
5.1. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING SERVICES, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, CUSTOMER CONTENT, ANTICIPATED SAVINGS, COST OF COVER, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE ANY SERVICES, OR USE OR PERFORMANCE OF INFORMATION AVAILABLE THROUGH, FROM OR IN CONNECTION WITH THE SERVICES, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.2. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
5.3. THE TOTAL AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH SUCH PARTY’S AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER TO SAIDOT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
5.4. THE LIMITATIONS IN THIS SECTION 5 SHALL NOT APPLY TO: (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; (B) CUSTOMER’S PAYMENT OBLIGATIONS; (C) EITHER PARTY’S OR THEIR AFFILIATES' INTELLECTUAL PROPERTY RIGHTS VIOLATIONS; (D) EITHER PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT; OR (E) LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
Confidentiality
6.1. A Party or its Affiliates (the “Receiver”) may receive Confidential Information of the other Party or its Affiliates (the “Discloser”). The Receiver will protect the confidentiality of Confidential Information by using the same level of care and discretion that the Receiver uses with respect to its own confidential information, which shall in no case be less than reasonable care.
6.2. The Receiver shall not use or disclose any Confidential Information of the Discloser for any purpose outside the Agreement. The Receiver shall not disclose Confidential Information of the Discloser to any person other than its Affiliates, Authorised Users, subcontractors, or other authorised third-parties who have a need to know that confidential information, provided that: (a) the Receiver remains responsible for such persons' compliance with the Receiver's confidentiality obligations under this Agreement; and (b) such Authorised Users, subcontractors, and authorised third-parties are bound by confidentiality obligations no less protective than those set out in this Section 6.
6.3. Notwithstanding the foregoing, either Party may disclose Confidential Information to a government authority where the disclosure is required by law or court order, provided that: (a) the Receiver provides to the Discloser prior notice to enable the Discloser an opportunity to obtain a protective order, if such notice is permitted by law; or (b) the disclosure is necessary to exercise its rights or perform its obligations in this Agreement.
6.4. Upon expiration or termination of the Agreement, the Receiver shall promptly destroy all of the Discloser's Confidential Information and, upon the Discloser's written request, confirm such destruction in writing.
6.5. The obligations in this Section 6 shall survive expiration or termination of the Agreement for a period of five (5) years, except: (a) Confidential Information constituting trade secrets under applicable law, for which obligations continue for as long as such information retains trade secret status; and (b) Confidential Information that a Party is required to retain by applicable law or regulation, for which obligations continue for the duration of such retention.
6.6. Each Party acknowledges that a breach of this Section 6 may cause substantial harm for which damages alone would not be a sufficient remedy, and that the non-breaching Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law.
Data, Privacy, and Security
7.1. For information on the collection and processing of personal data as part of the Services, please refer to Saidot’s Privacy Policy. Obligations regarding the processing of personal data in connection with the Services are set out in the Data Processing Addendum.
7.2. Customer will be responsible for any and all actions taken using Customer's accounts and passwords. Customer shall notify Saidot promptly of any unauthorised use of Customer's account or suspected security breach.
7.3. Saidot will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Content and Customer Personal Data, as further described in the Data Processing Addendum. However, Saidot will have no responsibility for errors in transmission, unauthorised third-party access or other causes beyond Saidot's control.
7.4. For Customers subject to the EU Data Act (Regulation (EU) 2023/2854), the EU Data Act Addendum applies and forms part of the Agreement.
Intellectual Property
8.1. Saidot and its third-party licensors retain all Intellectual Property Rights in and to the Services and Saidot Documentation, including all modifications and derivatives thereof. No Intellectual Property Rights in or to the Services or Saidot Documentation are conveyed to Customer, and no rights are granted to Customer other than as expressly set forth in this Agreement. Customer acknowledges that the Cloud Services are offered as an online, hosted solution, and that Customer has no right to obtain a copy of the Cloud Services.
8.2. Customer hereby assigns to Saidot any Intellectual Property Rights developed by Saidot that result from Customer’s, its Affiliates’ or Authorised Users’ requests, suggestions, or ideas (“Feedback”), regardless of whether such newly developed Intellectual Property Rights result from Professional Services, or Customer’s use of Cloud Services. Customer grants Saidot and its Affiliates a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to exploit Feedback in any manner.
8.3. Customer Content shall remain the property of the Customer. Nothing in this Agreement shall prevent Saidot from independently developing its own content.
8.4. Customer owns all right, title, and interest in and to the outputs generated by the Cloud Services based on Customer Content ("Outputs"), excluding Saidot's Intellectual Property Rights embedded therein. For the avoidance of doubt, Saidot retains all Intellectual Property Rights in the Cloud Services and Saidot Documentation, including those used to generate Outputs, and nothing in this Agreement transfers such rights to Customer.
8.5. Customer grants Saidot and its Affiliates a right to use Customer Content solely to provide Services and otherwise perform Saidot’s obligations under the Agreement. Saidot may collect and use usage and operations data related to Customer's use of the Cloud Services, including query logs and metadata ("Usage Data"), to develop, improve, operate, and support its products and services. Saidot will not disclose Usage Data to any third parties except: (a) where it is anonymised and aggregated such that it does not identify Customer, Authorised Users, or Customer Confidential Information; or (b) in accordance with Section 6 (Confidentiality).
8.6. The Cloud Services may include AI-enabled features. No Customer Content will be processed by or used to train AI models without the Customer's explicit consent.
Indemnity
9.1. Saidot agrees (subject to Section 9.3) to defend Customer against any third-party claim that Customer's use of the Services and Saidot Documentation in accordance with this Agreement infringes such third party's patent, copyright, or trademark, or misappropriates such third party's trade secret (an "Infringement Claim"), and to indemnify Customer from the resulting costs and damages finally awarded against Customer by a court of competent jurisdiction or agreed to in settlement by Saidot; provided that: (a) Customer promptly notifies Saidot in writing of the Infringement Claim; (b) Saidot has sole control of the defence and all related settlement negotiations, provided that Saidot will not settle any Infringement Claim in a manner that results in liability or admission of liability by Customer without Customer's prior written consent; (c) Customer provides Saidot with the information, assistance, and authority to enable Saidot to perform its obligations under this Section 9; and (d) Customer makes no admission of liability and does not compromise Saidot's ability to defend the claim. Customer may not settle or compromise any Infringement Claim without the prior written consent of Saidot.
9.2. If the Services or Saidot Documentation become, or in Saidot's reasonable opinion are likely to become, the subject of an Infringement Claim, Saidot will, at its option and expense, either: (a) procure the right for Customer to continue using the Services or Saidot Documentation in accordance with this Agreement; (b) modify or replace the relevant Services or Saidot Documentation so that they become non-infringing without material diminution in performance or function; or (c) if options (a) or (b) are not commercially reasonable or practicable, terminate the right to use the infringing Services or Saidot Documentation and refund to Customer the unused remainder of any prepaid Fees for the affected Services on a pro-rata basis.
9.3. Saidot shall have no liability or obligations under this Section 9 for any Infringement Claim to the extent that it results from: (a) modifications to the Services or Saidot Documentation made other than by Saidot or an entity under its direct control; (b) the combination, operation, or use of the Services or Saidot Documentation with non-Saidot products, software, services, or materials, including Third-Party Services (where but for such combination, operations, or use, the infringement would have been avoided); (c) use that is in breach of this Agreement; (d) Saidot's use of any Customer Content, designs, instructions, or specifications provided by Customer; or (e) Customer's continuation of allegedly infringing activity after being notified of the infringement or after being informed of modifications that would have avoided it.
9.4. Customer will defend, indemnify, and hold Saidot harmless against any third-party claim arising out of: (a) Customer's breach of this Agreement; (b) an allegation that Customer Content or Customer's use of the Services or Saidot Documentation infringes, violates, or misappropriates a third party's Intellectual Property Rights or violates any applicable law; or (c) Customer's use of any Third-Party Services in connection with or through the Cloud Services; and pay any settlement agreed to by Customer or damages finally awarded to such third party in connection therewith.
9.5. This Section 9 sets out Customer's sole and exclusive remedies and Saidot's entire liability with respect to Infringement Claims.
10. Additional Services
10.1. This Section 10 applies to the extent the Customer uses Additional Services.
10.2. Non-production environments of the Cloud Services are not intended to contain production-level data, and Saidot shall not be responsible for any data, files, or materials submitted to such environments. Non-production environments may contain forward-looking code and pre-release or beta features that are still under development. Such features are provided for evaluation and feedback purposes only and may be modified, removed, or replaced without notice.
10.3. Additional Services may be made available for the period stated in the applicable Order Form or other separate agreement between Saidot and Customer (or, if no period is specified, Saidot may terminate access at any time).
10.4. Notwithstanding anything to the contrary in the Agreement, Additional Services are provided on an "as-is" and "as-available" basis and Saidot shall have no liability or responsibility in respect of Additional Services. Where such exclusion of liability is prohibited under applicable law, Saidot's total aggregate liability shall not exceed EUR 500, which the parties agree is a fair and reasonable amount.
11. Term and Termination
11.1. The Agreement is effective as of the Effective Date. The Subscription Term shall be as stated in the applicable Order Form, or other separate Agreement between Saidot and the Customer. Unless otherwise expressly stated in the applicable Order Form, upon expiration of the Subscription Term, each Service (with the exception of Professional Services) will automatically renew for an additional twelve (12) month term unless either Party provides written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current Subscription Term. The Agreement expires on the date of expiration or termination of all Subscription Terms.
11.2. Either party may terminate the Agreement with immediate effect by giving written notice to the other Party if the other Party: (a) fails to cure any material breach of the Agreement (including a failure to pay fees) within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). Where Customer terminates the Agreement pursuant to Section 11.2(a) or 11.2(b), Customer shall be entitled to a refund of any prepaid unused Fees.
11.3. Upon any expiration or termination of the Agreement, Customer shall cease any and all use of and access to the Cloud Services and shall discontinue any use of Saidot’s Intellectual Property Rights. Customer may export Customer Content in a structured, commonly used, and machine-readable format at any time during the Term and is encouraged to do so prior to expiration or termination of the Agreement. Following the Agreement expiration or termination, Saidot shall retain Customer Content for thirty (30) days solely for retrieval purposes. Customer may contact Saidot in writing prior to the expiry of that period to request temporary access to Cloud Services for purposes of exporting Customer Content. Saidot shall delete all Customer Content upon expiry of the thirty (30) day period, unless an alternative data retention period has been agreed in writing by the Parties.
12. Applicable Law and Dispute Resolution
12.1. The Agreement shall be construed and interpreted in accordance with the laws of Finland, without regard to its conflict of laws rules.
12.2. In the event of any dispute, claim, question, or disagreement arising from or relating to the Agreement, whether arising in contract, tort or otherwise, (“Dispute”), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically titled "Initial Notice of Dispute," specifically setting forth the precise nature of the dispute ("Initial Notice of Dispute").
If an Initial Notice of Dispute is being sent to Saidot it must be emailed to legal@saidot.ai and sent via mail to:
Attn: Legal Department
Saidot Ltd (Saidot Oy)
Lapinlahdenkatu 16
00180 Helsinki, Finland
Upon receipt of the Initial Notice of Dispute, the parties shall consult and negotiate in good faith and attempt to reach a satisfactory solution. If the parties are unable to reach a resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be subject to the exclusive jurisdiction of the District Court of Helsinki, Finland.
13. Miscellaneous
13.1. Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous proposals, negotiations, communications, and understandings, whether oral or written, relating to that subject matter.
13.2. Order of precedence. In the event of any conflict or inconsistency between the Terms of Service and any Order Form, the Order Form shall prevail to the extent of such conflict.
13.3. Variations. Except as expressly provided in the Agreement, any modification or amendment to the Agreement must be in writing and signed by authorised representatives of both parties.
13.4. Assignment. Neither Party may assign or transfer its rights or obligations under the Agreement without the other Party’s prior written consent, except that either Party may assign the Agreement in connection with a merger, reorganisation, acquisition or transfer of all or substantially all of such Party's assets or voting securities. Any attempted assignment in violation of this section shall be void.
13.5. Survival. The following Sections shall survive any expiration or termination of the Agreement: 2. (Provision of Services and Restrictions), 3. (Fees and Payment), 4. (Limited Warranty and Warranty Disclaimer), 5. (Limitation of Liability), 6. (Confidentiality), 8. (Intellectual Property), 9. (Indemnity), 11. (Term and Termination), 12. (Applicable Law and Dispute Resolution), 13 (Miscellaneous).
13.6. Notices. All notices under the Agreement shall be in writing and deemed received: (a) immediately upon personal delivery; (b) on the first business day following deposit with an overnight courier service, or (c) on the third business day following deposit in certified or registered mail, postage prepaid. Notices relating to Disputes shall be sent in accordance with Section 12.2. All other notices shall be sent to the contact details set out in the applicable Order Form, or to such other address as a Party may notify in writing.
13.7. Contact information.
Regulatory contact. Regulatory authorities may contact Saidot in English and Finnish at legal@saidot.ai.
Customer contact and reporting. Customers and other users of the Services may contact Saidot at customersuccess@saidot.ai for any inquiries related to the Services. To report content or activities that may violate applicable law or these Terms, please include a description of the matter, its location within the Services, and contact details of the reporting party. Saidot will acknowledge receipt, assess the report, take appropriate action where warranted, and inform the reporting party of its decision
13.8. Force Majeure. Neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, strikes, industrial disputes, acts of God, war, riot, civil commotion, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services and telecommunications). The affected Party will notify the other Party of such an event and resume performance as soon as possible.
13.9. Relationship. Nothing in the Agreement is intended to create a joint venture, partnership, agency, or employment relationship between the Parties. Neither Party shall have authority to bind or incur obligations on behalf of the other.
13.10. No third-party rights. The Agreement is entered into for the benefit of the Parties only and does not confer any rights or benefits on any third party.
13.11. Disclosure. Saidot reserves the right to disclose any information required by applicable law, regulation, legal process or governmental request. Where permitted by applicable law, Saidot will provide reasonable prior notice to Customer before disclosing Customer information in response to such a request.
13.12. Waivers. Any waiver of any provision of the Agreement must be in writing and will not be deemed a waiver of any other or subsequent breach or provision.
13.13. Severability. If any provision of the Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, such provision shall be limited to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect.
13.14. Headings. Section headings are for convenience only and shall not affect the interpretation of the Agreement.