Terms of Service (version 3.2)

These Commercial Terms of Service ("Terms") are an agreement between Avery Intelligence, Inc. d/b/a Humfrid ("Humfrid", "we", "us") and the organization, company, or other entity that you represent ("Customer"). They govern Customer's use of the Humfrid platform and all related tools, documentation, and services (the "Services"). Operating rules are in the Usage Policy. Workspace data processing is in the DPA. The full set is at humfrid.com/legal. These Terms are effective on the earlier of the date Customer first consents to these Terms and the date Customer first accesses the Services ("Effective Date").

You may not enter into these Terms on behalf of an organization unless you have the legal authority to bind that entity. You must be at least 18 years old to use the Services.

A. Services

Overview. Subject to these Terms, Humfrid gives Customer permission to use the Services. The Services include an AI-powered platform that helps organizations capture, organize, and act on organizational knowledge through AI assistants, agents, document analysis, and related features. An Order Form or Statement of Work, if any, together with these Terms forms the "Agreement." An Order Form may set fees, term, and seats. It does not change Sections A (agent risk), J, K, or L, and it does not create an uptime, indemnity, or certification commitment unless it expressly says so.

Availability. Humfrid will use commercially reasonable efforts to make the Services available. The Services are provided as-is and as-available. Humfrid does not commit to any uptime percentage, service credits, or service level. Humfrid is not responsible for downtime, delay, error, or data loss caused by Customer, scheduled or emergency maintenance, force majeure, or any third-party infrastructure, cloud, AI, email, voice, or messaging provider.

Service Evolution. Humfrid may add, modify, suspend, or discontinue any feature of the Services at any time, including paid features, without liability to Customer. Humfrid will use reasonable efforts to give workspace administrators notice when practicable. Notice is not required for security, abuse, legal, or provider-driven changes. Customer is not entitled to a refund because a feature changed or was removed.

Third-Party AI Providers. The Services use third-party AI model providers to process Customer Content in order to generate Outputs and operate AI-powered features. Humfrid does not train its own or third-party models on Customer Content. Provider-side retention and no-training controls for processing under Humfrid's organization are described in the DPA. Customer Content stored in Customer's workspace remains under Humfrid's control as described in the DPA and Privacy Policy. If these providers experience outages, errors, or policy changes, the Services may be similarly affected. Humfrid may change models or providers without notice. Humfrid is not liable for disruptions, errors, Outputs, or policy changes originating from AI providers. Fees and credits remain due even if an Output is wrong, incomplete, or must be regenerated.

Customer-Provided AI Credentials. Some features let Customer connect Customer's own third-party commercial AI provider API keys. Processing on that provider account is governed directly by Customer's commercial agreement with that provider. Humfrid's privacy, retention, and no-training commitments for processing under Humfrid's organization do not apply to Customer's direct provider account. Operating detail is in the Usage Policy. Use of those features is at Customer's sole risk.

Beta Features. Humfrid may offer features identified as "beta," "preview," or "early access." Beta Features are provided as-is, without support, and without any liability whatsoever. Humfrid may discontinue Beta Features at any time without notice. Use is at Customer's sole risk.

Agents. The Services include AI agents that may take irreversible actions in systems Customer connects (including repositories, issue trackers, messaging, documents, cloud resources, payments, and other integrations). Customer's settings, permissions, credentials, and integration scopes define what agents may do. Humfrid does not warrant that a human will review any action, that any confirmation or approval UI will appear, or that any optional gate will intercept a given operation. Optional confirmation, pause, or approval features, if present, are best-effort convenience and are not a security boundary. Customer is responsible for configuring appropriate permissions, safeguards, and review processes — including human review where Customer deems it appropriate or law requires it — and for following the agent-scope expectations in the Usage Policy. Agents acting within Customer-granted scope are Customer's electronic agent under the Uniform Electronic Transactions Act (UETA) and the federal E-SIGN Act; those actions and automated transactions are legally attributable to Customer. Customer assumes the risks of those actions, including outages, defects, data loss, security vulnerabilities, incorrect tool calls, and prompt-injection attacks arising from data Customer ingested or directed an agent to ingest. Customer is solely responsible for those actions and any resulting cost, data loss, or third-party effect. Humfrid is not liable for them except for Humfrid's willful misconduct. Customer may pause or revoke an agent's access where the product provides those controls.

Third-Party Platform Terms and Authorized Access. Customer represents and warrants that its use of the Services, including any agent action Customer enables or directs against a third-party platform, website, or service, complies with that third party's terms of service, acceptable-use policy, robots/automation restrictions, and any technical access controls. Customer will not use the Services to access, scrape, or interact with any system in a manner that exceeds authorized access (including under the U.S. Computer Fraud and Abuse Act or similar laws), to circumvent technical access barriers, or after the third party has revoked access or issued a cease-and-desist. A grant of credentials to an agent is not, by itself, authorization where the target platform prohibits automated or bot access. Customer's indemnification obligations in Section K cover third-party claims and government actions arising from such access.

Feedback. If Customer provides feedback regarding the Services, Humfrid may use such feedback in anonymized and aggregated form to improve the Services, without obligation to Customer. Humfrid will not publicly attribute feedback to Customer or quote Customer without Customer's prior written consent.

B. Customer Content

As between the parties and to the extent permitted by applicable law, Customer (a) retains all rights to its Inputs, and (b) owns its Outputs. Humfrid hereby assigns to Customer its right, title, and interest (if any) in and to Outputs. That assignment does not include rights of third parties or of other customers, and Humfrid does not warrant that Outputs are unique, non-infringing, or error-free. Humfrid will not train AI models on Customer Content.

"Inputs" means submissions to the Services by Customer or its users and "Outputs" means responses generated by the Services to Inputs (Inputs and Outputs together are "Customer Content").

Customer acknowledges that: (a) Outputs may not be unique, and other customers may receive similar or identical outputs; (b) Outputs are generated by AI and may contain errors, omissions, or fabricated information; (c) Customer is solely responsible for evaluating, and bearing all risks associated with, any use of Outputs, including any reliance on their accuracy, completeness, or usefulness; and (d) Customer will not rely on any Output as a source of truth or as professional advice. Use of Outputs is at Customer's sole risk.

Context Library. The Services create structured representations of Customer Content used to operate the Services. These artifacts persist in Customer's workspace until deleted by Customer or upon account termination.

Customer as Deployer of Outputs. If Customer surfaces Outputs to Customer's own end users, customers, employees, or third parties (whether through a chatbot, support agent, public-facing communication, document, or any other channel), Customer is the deployer and publisher of those Outputs and is solely responsible for: (a) reviewing Outputs for accuracy, completeness, and appropriateness before surfacing them; (b) presenting any disclaimers, professional-licensure notices, or AI-generation notices required by applicable law or by Humfrid's Usage Policy; (c) honoring representations or commitments those Outputs make to end users; (d) handling user complaints, refunds, or disputes arising from those Outputs; and (e) complying with all applicable law (including consumer-protection, advertising, professional-licensure, and AI-disclosure laws) in the jurisdictions where the Outputs are received. Humfrid's role is limited to providing the platform that produced the Outputs; Humfrid does not assume the role of publisher, fiduciary, professional advisor, or representative to Customer's end users.

Inputs Customer Provides. Customer represents and warrants that it has, and will maintain throughout the term, all rights, licenses, consents, and permissions necessary for Humfrid to process Customer's Inputs to provide the Services, including for ingestion into the knowledge graph, embedding generation, and routing to third-party AI providers. Customer further represents and warrants that its Inputs do not infringe, misappropriate, or violate any third party's intellectual property, privacy, publicity, or other rights. Customer's indemnification obligations in Section K cover third-party claims arising from breach of these representations.

C. Data Privacy

Data submitted through the Services will be processed in accordance with the Humfrid Data Processing Addendum (DPA), which is incorporated into these Terms by reference and effective upon Customer's acceptance of these Terms. No separate signature is required. Customer data is processed primarily in the United States; transfer mechanisms are described in the DPA. Security measures are described in the DPA and on our Security page. The current list of Sub-processors is published at humfrid.com/subprocessors. Notice, objection, and termination rights for new Sub-processors are set out in the DPA.

D. Acceptable Use

Customer and its users may only use the Services in compliance with these Terms and the Humfrid Usage Policy, which is incorporated by reference. The Usage Policy is the source of the lists: prohibited data types (including PHI / HIPAA, payment card data / PCI-DSS, government identity numbers, biometrics, and children's personal information), prohibited use cases, AI accuracy expectations, agent-scope expectations, and geographic restrictions. Customer is responsible for all activity under its account and will promptly notify Humfrid of any unauthorized access or security incident.

High-Risk and Regulated Deployments. Customer represents and warrants that it will not use the Services, and will not allow its users to use the Services, for any prohibited data type or any "high-risk," "consequential decision," or "prohibited" deployment described in the Usage Policy — including HIPAA/PHI, PCI, EU AI Act Article 5 practices, the Colorado AI Act, the Texas Responsible Artificial Intelligence Governance Act, New York City Local Law 144, and Annex III of the EU AI Act — unless Humfrid agrees in writing. Customer is the "deployer" under those laws. Customer indemnifies Humfrid for claims arising from breach of this representation as set out in Section K.

Outbound Communications and TCPA. If Customer enables or directs outbound communications (calls, SMS/MMS, or AI-generated / prerecorded voice), Customer is the sole caller and sender. Consent, Do-Not-Call, and opt-out requirements are in the Usage Policy. Humfrid provides the platform only and is not the caller, sender, or initiator. Customer's indemnification obligations in Section K cover TCPA, CAN-SPAM, and similar claims, and any resulting statutory damages are excluded from Humfrid's liability to the maximum extent permitted by law.

E. Confidentiality

Confidential Information. The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential ("Confidential Information"). Customer Content is Customer's Confidential Information. Humfrid's pricing, algorithms, security architecture, and non-public product plans are Humfrid's Confidential Information.

Obligations. The receiving party ("Recipient") may only use Confidential Information of the disclosing party ("Discloser") to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser's Confidential Information with employees, agents, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as these Terms. Recipient will protect Discloser's Confidential Information with no less than reasonable care.

Exclusions. Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient; (b) was known to Recipient before disclosure; (c) is independently developed by Recipient; or (d) is rightfully received from a third party without restriction. Recipient may disclose Confidential Information if required by law, provided Recipient gives Discloser prompt written notice (to the extent permitted) and cooperates with efforts to seek a protective order.

Destruction. Recipient will destroy Discloser's Confidential Information promptly upon request, except for copies in automated backups (which remain subject to confidentiality obligations) or as required by law. Confidentiality obligations survive termination for three years, except trade secrets are protected for as long as they remain trade secrets.

F. Fees and Payment

Pricing. Fees are subscription and usage-based as shown on the pricing page (seats, credits, or both). All fees are exclusive of applicable taxes unless otherwise stated.

Payment Terms. Subscription fees are billed in advance (monthly or annually). Payment is due upon receipt of invoice. All fees are non-refundable except as required by law or as expressly stated. We may modify pricing with 30 days' notice to existing customers.

Automatic Renewal. Subscriptions automatically renew at the end of each term (monthly or annual, as selected at purchase) for successive terms of the same length, charged to the payment method on file, until canceled. Customer may cancel at any time before the next renewal by going to Settings → Manage Subscription in the application, which opens Customer's Stripe Customer Portal — there Customer may cancel the subscription, change plan, update payment methods, or download invoices, exclusively online and without contacting Humfrid support, by phone, or by email. Cancellation takes effect at the end of the then-current billing period; Customer retains access through that date and is not charged for any subsequent term. Stripe sends an upcoming-invoice email reminder before each charge to the workspace billing contact on file. Where Customer's jurisdiction additionally requires advance notice of automatic renewal (including California Business & Professions Code §17602 for annual subscriptions), we or our payment processor will deliver the required notice to the workspace billing contact at the timing prescribed by that statute. Customer may at any time request a copy of these auto-renewal terms by contacting [email protected].

AI Usage. AI processing is metered based on underlying model costs. Customer's workspace maintains a credit balance. Usage is visible in the product. Customer may set a monthly spending cap; when reached, AI processing pauses until the next billing cycle or cap increase. Humfrid may send usage alerts and does not warrant that email or other notice will fire at any particular percentage. Credits and fees are consumed by each AI action based on resources used, regardless of whether the Output is accurate, complete, or useful, and are not restored because an Output must be regenerated, except where required by law.

Fair Use. We reserve the right to throttle usage we determine to be abusive or commercially unreasonable. We may implement emergency rate limiting, pause processes, or cap usage for commercially unreasonable or suspected runaway patterns (for example, autonomous AI processing loops), and we may notify Customer. Credits consumed before or during such an event are generally not restored except as Humfrid chooses or as required by law. Customer may dispute billed amounts for suspected runaway behavior within 30 days by contacting [email protected].

Billing. Failure to pay all amounts owed when due may result in suspension or termination of access to the Services.

G. Intellectual Property

Humfrid and its licensors retain all right, title, and interest in the Services, including software, models, interfaces, and documentation. Customer Content is governed by Section B. Except as expressly stated, these Terms do not grant either party any other rights in the other's intellectual property.

DMCA & Copyright Policy. Humfrid respects intellectual property rights and responds to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (17 U.S.C. §512). If you believe your copyrighted work has been copied or uploaded to the Services in a manner that constitutes infringement, send a written notice to our designated copyright agent at [email protected] containing: (a) physical or electronic signature of the copyright owner or authorized representative; (b) identification of the copyrighted work; (c) identification of the material claimed to be infringing with sufficient detail for us to locate it; (d) your contact information; (e) a good faith statement that the use is unauthorized; and (f) a statement under penalty of perjury that the information in the notification is accurate and you are authorized to act.

H. Publicity

Humfrid may identify Customer as a customer of the Services by name. Use of Customer's logo or other marks requires Customer's prior written consent. Customer may withdraw name-use permission at any time by writing to [email protected].

I. Termination and Suspension

Term. These Terms start on the Effective Date and continue until terminated.

Termination for Convenience. Customer may terminate at any time by providing notice. Upon termination for convenience, Customer may continue to use the Services through the end of the then-current billing period, after which access will cease. No refund is provided for the remaining billing period except as required by law. Humfrid may terminate without cause at any time. If Humfrid terminates without cause, Customer is entitled to a pro-rata refund of unused prepaid fees.

Termination for Cause. Either party may terminate for material breach by providing 30 days' notice detailing the nature of the breach, unless cured within that time. For non-payment, the cure period is payment within 30 days. Humfrid may terminate immediately if: (a) Customer inputs prohibited data types; (b) Customer uses the Services for illegal purposes or to harm third parties; (c) Customer deliberately circumvents security controls; (d) Customer violates export control laws; (e) continued provision creates imminent legal liability to Humfrid or security risk; or (f) required by court order or applicable law.

Suspension. Humfrid may suspend Customer's access if: (a) there is a risk to or attack on the Services; (b) Customer is using the Services in violation of Section D; (c) provision of the Services is prohibited by applicable law; or (d) a vendor suspends Humfrid's use of required third-party services. Humfrid will use reasonable efforts to provide notice and resume service as soon as the cause is cured.

Refunds on Termination. Termination by Customer without cause: no refund. Termination by Humfrid without cause: pro-rata refund of prepaid fees. Termination for Customer's breach: no refund.

Data Export. Upon termination, Customer may export its data for 30 days using the export features or by contacting support. Humfrid then deletes Customer Content as set out in the DPA §11.

Effect of Termination. Upon termination, Customer may no longer access the Services. Sections B, D, E, F (as to unpaid amounts), G, H, I, J, K, L, and M survive termination.

J. Disputes

Informal Resolution. Before initiating formal dispute resolution, the parties will attempt to resolve any dispute informally by contacting [email protected]. The parties will attempt resolution within 45 days.

Arbitration. Any dispute will be determined by final, binding arbitration by a sole arbitrator in San Francisco, California pursuant to the Comprehensive Arbitration Rules of JAMS. Judgment on any award may be entered in any court of competent jurisdiction. Each party waives the right to a trial by jury and the right to participate in a class action.

Consumers in the EEA, Switzerland, or the UK. If Customer is a consumer in the EEA, Switzerland, or the UK, the arbitration clause, class action waiver, and jury trial waiver do not apply. Disputes will be resolved in the courts of Customer's country of residence, and mandatory consumer protection laws of that jurisdiction apply. This carve-out does not apply to organizations.

Equitable Relief. This Section J does not limit either party from seeking equitable relief.

K. Indemnification

Customer indemnity. To the fullest extent permitted by law, Customer will defend and indemnify Humfrid, its affiliates, and their officers, directors, employees, and agents from and against any third-party claim, government action, damages, fine, penalty, and reasonable attorneys' fees arising out of or relating to: (a) Customer's Inputs or other data, including claims that Inputs infringe, misappropriate, or violate any third party's intellectual property, privacy, publicity, or other rights; (b) Customer's use of the Services in violation of the Usage Policy or Section D; (c) Customer's use of the Services for prohibited purposes or in any high-risk, consequential-decision, or prohibited-practice deployment; (d) Customer's input of prohibited data types; (e) Outputs Customer surfaces to end users or third parties, including claims arising from Customer's failure to verify, disclaim, or appropriately deploy those Outputs; (f) Customer's marketing or representations about its own AI-powered products or services that overstate, mischaracterize, or omit material facts about how AI is used (including deceptive AI claims); (g) any action taken by an agent within Customer-granted scope, including incorrect tool calls and prompt-injection attacks arising from data Customer ingested or directed an agent to ingest; (h) outbound communications Customer enables or directs, including TCPA, CAN-SPAM, and similar claims; and (i) Customer's violation of a third party's terms of service or exceeding authorized access. These Terms do not include an indemnity from Humfrid to Customer.

Process. Customer must promptly notify Humfrid of a claim reasonably known to Customer. Humfrid may assume exclusive defense and control of any matter otherwise subject to indemnification by Customer (without limiting Customer's indemnification obligations), and Customer will cooperate in that defense.

L. Warranties and Liability Limits

Warranties. Each party represents and warrants that (a) it is authorized to enter into these Terms; and (b) entering into these Terms will not violate any agreement binding on it. Customer further represents and warrants that it has all rights and permissions required to submit Inputs to the Services.

Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. HUMFRID DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. HUMFRID DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS ARE ACCURATE, COMPLETE, UNIQUE, NON-INFRINGING, OR ERROR-FREE, OR THAT THEIR USE WILL BE UNINTERRUPTED, SECURE, OR AVAILABLE. CUSTOMER AGREES THAT ANY USE OF OUTPUTS IS AT CUSTOMER'S SOLE RISK AND CUSTOMER WILL NOT RELY ON ANY OUTPUT AS A SOURCE OF TRUTH.

Limits on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW: (A) HUMFRID WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY; (B) HUMFRID WILL NOT BE LIABLE FOR DOWNTIME, DELAY, OR FAILURE OF THIRD-PARTY AI, CLOUD, EDGE, EMAIL, VOICE, OR MESSAGING PROVIDERS; FOR ERRORS OR INACCURACIES IN OUTPUTS; FOR ANY ACT OR OMISSION OF CUSTOMER, ITS USERS, OR ANYONE USING CUSTOMER'S ACCOUNT; OR FOR ANY ACTION TAKEN BY AN AGENT WITHIN CUSTOMER-GRANTED SCOPE; AND (C) HUMFRID'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR CUSTOMER CONTENT IS LIMITED TO THE GREATER OF (I) THE AMOUNT CUSTOMER PAID HUMFRID FOR THE SERVICES IN THE SIX (6) MONTHS BEFORE THE CLAIM OR (II) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Carve-outs. The limitations in this Section L do not limit: (i) Customer's payment obligations under Section F; (ii) Customer's indemnification obligations under Section K; or (iii) liability that cannot be limited under applicable law for Humfrid's fraud or willful misconduct. They do apply to confidentiality claims, to Outputs, and to agent actions.

M. Miscellaneous

Notices. All notices must be in writing. Notices may be delivered electronically to the address provided to Humfrid if to Customer; and to [email protected] if to Humfrid.

Amendment. Humfrid may update these Terms. Material changes will be posted and, where practicable, emailed to workspace administrators, and take effect 30 days after posting or notice, except changes required by law, security, or a provider take effect immediately. Continued use after the effective date is acceptance. If Customer does not agree, Customer must stop using the Services. Humfrid is not obligated to refund prepaid fees because Customer rejects an update, except as required by law.

Assignment. Neither party may assign these Terms without the other's prior written consent, except Humfrid may assign in connection with a merger, acquisition, or sale of substantially all assets, with notice to Customer.

Severability. If any provision is unenforceable, the remaining provisions continue in full force.

Governing Law. These Terms are governed by the laws of the State of California, without regard to conflict of law provisions.

Export. Customer may not export or provide access to the Services where prohibited under U.S. or applicable international law, including to sanctioned countries or persons.

U.S. Government End Users. The Services are "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202. U.S. Government end users acquire the Services with only those rights set forth in these Terms.

Integration. These Terms (including the Usage Policy, Privacy Policy, DPA, and other documents incorporated by reference) constitute the parties' entire understanding regarding the Services.

Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, pandemics, war, government actions, or failure of third-party infrastructure, cloud, edge, or AI providers. Force majeure does not excuse a security incident or Personal Data breach caused by that party's failure to use commercially reasonable security measures.

No Agency. Nothing in these Terms creates any agency, partnership, or employment relationship.

Contact

Avery Intelligence, Inc. 1300 El Camino Real, Suite 100 #66, Menlo Park, CA 94025

Contact: [email protected] — all legal, privacy, security, billing, and partnership inquiries.