Legal · Terms of Service

Terms of Service

Effective: May 1, 2026 Last updated: May 1, 2026 Version: 2.0 Contact: legal@aictrlnet.com
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These Terms of Service (“Terms,” “Agreement”) constitute a legally binding agreement between you (“Customer,” “you,” “your”) and Bodaty LLC, an Illinois limited liability company (“Bodaty,” “Company,” “we,” “us,” “our”) governing your access to and use of the AICtrlNet platform and HitLai user interface, including all related services, APIs, integrations, and documentation (collectively, the “Service” or “Platform”).

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Service.

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

Table of Contents

  1. Definitions
  2. Service Description
  3. Account Terms and Eligibility
  4. Subscription Plans and Payment Terms
  5. Acceptable Use Policy
  6. AI-Specific Terms and Human Oversight Requirements
  7. Intellectual Property Rights
  8. Data Handling and Privacy
  9. Third-Party Integrations and APIs
  10. Service Availability and SLAs
  11. Security
  12. Implementation Services (Doing-With-You)
  13. Confidentiality
  14. Warranties and Disclaimers
  15. Limitation of Liability
  16. Indemnification
  17. Termination and Suspension
  18. Modifications to Terms
  19. Dispute Resolution
  20. Export Compliance
  21. General Provisions
  22. Contact Information

1. Definitions

1.1 “Account” means your registered account to access and use the Service.

1.2 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

1.3 “AI Agent” means any artificial intelligence component, model, or automated system operating within or through the Platform.

1.4 “API” means the application programming interfaces provided by Bodaty for programmatic access to the Service.

1.5 “Authorized User” means any individual authorized by you to access and use the Service under your Account.

1.6 “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

1.7 “Customer Content” means all data, information, text, documents, workflows, configurations, and other materials that you or your Authorized Users submit, upload, or otherwise provide to the Service.

1.8 “Documentation” means the user guides, technical documentation, and other materials describing the Service made available by Bodaty.

1.9 “Human-in-the-Loop” (HITL) means the requirement for human review, approval, or intervention in AI-driven processes and decisions.

1.10 “Generated Output” means any content, workflows, recommendations, decisions, or other outputs produced by the Service, including AI-generated materials.

1.11 “Personal Data” has the meaning given in the applicable data protection laws and includes “personal information” as defined under the California Consumer Privacy Act (CCPA).

1.12 “Service Level Agreement” (SLA) means the service availability and support commitments applicable to your subscription tier.

1.13 “Subscription Term” means the period during which you have paid access to the Service.

1.14 “Workflow” means an automated sequence of tasks, decisions, and actions created and executed through the Platform.

2. Service Description

2.1 Platform Overview

AICtrlNet is an AI workflow automation platform designed to enable organizations to build, deploy, and manage AI-powered workflows with built-in human oversight and governance controls. HitLai is the web-based user interface for interacting with the AICtrlNet platform.

2.2 Core Capabilities

The Service provides the following capabilities, subject to your subscription tier:

(a) AI Workflow Automation

(b) Human-in-the-Loop Controls

(c) AI Governance (Business and Enterprise Tiers)

(d) Integration Capabilities

(e) Implementation Services (Doing-With-You). Each paid Subscription tier includes a monthly allocation of expert hours that Bodaty personnel apply to configure, optimize, and operate the Service alongside Customer’s team. DWY Services are part of the Service, not a separate professional-services engagement, and are governed by Section 12.

2.3 Beta Features

We may offer beta features, previews, or early access functionality (“Beta Features”). Beta Features are provided “as-is” without warranties of any kind. We may discontinue Beta Features at any time without notice. Your use of Beta Features is at your own risk.

3. Account Terms and Eligibility

3.1 Eligibility Requirements

To use the Service, you must:

(a) Be at least 18 years of age or the age of majority in your jurisdiction;

(b) Have the legal capacity and authority to enter into these Terms;

(c) Provide accurate, complete, and current registration information;

(d) Not be located in, or a national or resident of, any country subject to U.S. trade sanctions or embargoes;

(e) Not be listed on any U.S. government list of prohibited or restricted parties.

3.2 Account Registration

(a) You must create an Account to access the Service. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

(b) You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account.

(c) You must immediately notify us of any unauthorized access to or use of your Account.

3.3 Account Security

(a) You must implement reasonable security measures to protect your Account, including using strong passwords and, where available, multi-factor authentication.

(b) You must not share Account credentials with unauthorized individuals.

(c) For Business and Enterprise accounts, you must designate at least one Account administrator responsible for managing Authorized Users.

3.4 Authorized Users

(a) You may authorize individuals within your organization to use the Service under your Account, subject to the user limits of your subscription tier.

(b) You are responsible for ensuring that all Authorized Users comply with these Terms.

(c) You are responsible for all actions taken by Authorized Users under your Account.

3.5 Account Restrictions

You may not:

(a) Create multiple accounts to circumvent subscription limits;

(b) Sell, transfer, or sublicense your Account access to third parties;

(c) Use another person’s Account without authorization;

(d) Impersonate any person or entity when using the Service.

4. Subscription Plans and Payment Terms

4.1 Subscription Tiers

The Service is offered in the following subscription tiers:

4.1.1 Community Edition (Free)

4.1.2 Business Starter

4.1.3 Business Growth

4.1.4 Business Scale

4.1.5 Enterprise Base

4.1.6 Enterprise Premium

Additional Implementation Services Hours. When DWY Hours included with the Subscription tier are exhausted, Customer may purchase additional hours at $295 per hour, billed in 30-minute minimum increments per Section 12.4(f). Additional hours do not roll over.

4.2 Billing and Payment

(a) Billing Cycle. Subscriptions are billed in advance on a monthly or annual basis, as selected during checkout. Annual subscriptions receive a discount as indicated at the time of purchase.

(b) Payment Methods. We accept major credit cards, debit cards, and for Enterprise customers, invoicing with net-30 payment terms (subject to credit approval).

(c) Automatic Renewal. Subscriptions automatically renew at the end of each billing cycle unless cancelled before the renewal date. You will be charged the then-current rate at renewal.

(d) Taxes. All fees are exclusive of taxes. You are responsible for paying all applicable taxes, including sales, use, VAT, and GST taxes.

(e) Currency. All fees are stated and payable in U.S. dollars unless otherwise specified.

4.3 Price Changes

(a) We may change subscription prices upon 30 days’ prior notice. Price changes will take effect at the start of your next billing cycle following the notice.

(b) If you do not agree to a price change, you may cancel your subscription before the change takes effect.

4.4 Refunds

(a) Monthly subscriptions are non-refundable.

(b) Annual subscriptions may be cancelled within 30 days of initial purchase for a full refund, provided you have not exceeded the Community tier usage limits during that period.

(c) We do not provide refunds for partial months, downgrades, or unused portions of subscriptions.

4.5 Late Payments and Suspension

(a) If payment is not received within 15 days of the due date, we may suspend your access to the Service.

(b) For Enterprise customers with invoicing terms, accounts unpaid for more than 30 days past due may be subject to late fees of 1.5% per month.

(c) We reserve the right to use third-party collection agencies for accounts significantly past due.

4.6 Downgrades

(a) You may downgrade your subscription tier at any time. The downgrade will take effect at the start of your next billing cycle.

(b) Upon downgrade, you may lose access to features not included in your new tier. You are responsible for exporting or migrating any data or configurations that depend on higher-tier features.

(c) If your current usage exceeds the limits of your new tier, you must reduce usage before the downgrade takes effect.

5. Acceptable Use Policy

5.1 General Requirements

You agree to use the Service only for lawful purposes and in accordance with these Terms. You are responsible for ensuring that your use of the Service complies with all applicable laws and regulations.

5.2 Prohibited Uses

You may not use the Service to:

(a) Illegal Activities

(b) Harmful Content and Activities

(c) Security Violations

(d) Service Abuse

(e) Intellectual Property Violations

5.3 AI-Specific Prohibited Uses

You may not use AI capabilities within the Service to:

(a) Create deepfakes or synthetic media intended to deceive or harm others;

(b) Generate content for disinformation campaigns or manipulation of public opinion;

(c) Develop autonomous weapons systems or other systems designed to cause physical harm;

(d) Make automated decisions that materially affect individuals’ rights without appropriate human oversight;

(e) Create or deploy AI systems that discriminate based on protected characteristics;

(f) Generate content that sexualizes minors in any way;

(g) Conduct unauthorized surveillance or tracking of individuals;

(h) Circumvent safety measures or guardrails in AI models;

(i) Train AI models on Service outputs without express written permission.

5.4 Monitoring and Enforcement

(a) We reserve the right to monitor use of the Service to ensure compliance with these Terms.

(b) We may, but are not obligated to, review Customer Content for compliance with these Terms.

(c) We may remove or disable access to any Customer Content that violates these Terms.

(d) Violations of this Acceptable Use Policy may result in suspension or termination of your Account.

5.5 Reporting Violations

If you become aware of any violations of this Acceptable Use Policy, please report them to legal@aictrlnet.com.

6. AI-Specific Terms and Human Oversight Requirements

6.1 Nature of AI Services

(a) AI Limitations. AI components within the Service, including AI Agents and generated outputs, are tools designed to assist human decision-making. AI systems may produce inaccurate, incomplete, biased, or inappropriate outputs. You acknowledge and accept these limitations.

(b) No Guarantee of Accuracy. We do not guarantee the accuracy, reliability, completeness, or suitability of any AI-generated output for any particular purpose. You are responsible for reviewing and validating all AI outputs before relying on them.

(c) Evolving Technology. AI technology is rapidly evolving. The capabilities and behavior of AI components may change over time as underlying models are updated or improved.

6.2 Human-in-the-Loop Requirements

(a) Mandatory Human Oversight. For any workflow or decision that may materially affect individuals’ rights, safety, employment, financial standing, access to services, or legal status, you must implement appropriate human oversight and review processes.

(b) Configuration Responsibility. You are responsible for appropriately configuring Human-in-the-Loop controls within your workflows. The Platform provides tools for human oversight; you are responsible for using them appropriately.

(c) High-Stakes Decisions. The following categories of decisions require human review and approval before implementation:

(d) Escalation Procedures. You must establish clear escalation procedures for cases where AI outputs require human intervention or where automated decisions are contested.

6.3 AI Governance and Compliance

(a) Transparency. If you use AI-generated content in communications with third parties, you may be required by applicable law to disclose the AI-generated nature of such content. You are responsible for compliance with all applicable AI transparency requirements.

(b) Bias Monitoring. For Business and Enterprise customers, we provide tools to monitor for potential bias in AI outputs. You are responsible for reviewing bias reports and taking appropriate corrective action.

(c) Audit Trails. The Service maintains audit logs of AI decisions and human interventions. You are responsible for retaining these logs as required by applicable law and your internal policies.

(d) Regulatory Compliance. You are solely responsible for ensuring that your use of AI capabilities complies with all applicable laws and regulations, including but not limited to the EU AI Act, state AI regulations, and industry-specific requirements.

6.4 AI Model Providers

(a) Third-Party Models. The Service may integrate with AI models provided by third parties (e.g., OpenAI, Anthropic, Google). Your use of such models is subject to the terms of service of the respective providers in addition to these Terms.

(b) Data Processing by AI Providers. When you use integrated AI models, your inputs may be processed by third-party AI providers in accordance with their privacy policies. See Section 8 for more information.

(c) Model Availability. We do not guarantee the continued availability of any specific AI model. Third-party model providers may modify, restrict, or discontinue their services at any time.

6.5 Feedback and Model Improvement

(a) Feedback. You may choose to provide feedback on AI outputs. Such feedback may be used to improve the Service.

(b) No Training on Customer Content. Unless you explicitly opt in, we do not use your Customer Content, prompts, or AI outputs to train machine learning models, nor do we share such information with Foundation Model Providers for training. Bodaty contractually requires AI Sub-processors to honor an equivalent no-default-training obligation. Your data remains your property.

6.6 Model Deprecation and Substitution

Foundation models accessible through the Service are operated by Foundation Model Providers (e.g., Anthropic, OpenAI, Google) and are subject to those providers’ deprecation, retirement, and availability policies, which Bodaty does not control. Bodaty will: (a) provide Customer at least thirty (30) days’ prior notice of any planned removal of a Foundation Model from the Service, where Bodaty has received corresponding notice from the Foundation Model Provider; (b) where commercially reasonable, identify a Bodaty-recommended substitute model and document material behavioral differences; and (c) where a Foundation Model is retired by its provider with less than thirty (30) days’ notice (an “Accelerated Retirement”), pass through such notice promptly and assist Customer in identifying alternatives. Customer is responsible for re-validating Workflows, prompts, and Agent configurations after any model change. Bodaty’s notice obligations under this Section 6.6 are Bodaty’s sole obligation in respect of model availability, and model changes do not constitute a Service downtime event under Section 10.

6.7 Hallucination and Output-Reliance Disclaimer

Customer acknowledges that AI Agents and Foundation Models may generate Outputs that are factually incorrect, fabricated, internally inconsistent, biased, out-of-date, or unsuitable for Customer’s purpose (“Hallucinations”). Hallucinations are an inherent characteristic of probabilistic generative AI systems and are not a defect of the Service. Customer must not present, publish, transmit, or otherwise rely upon Outputs as factual statements, professional advice, or binding commitments to any third party (including any Authorized User, customer, end user, employee, or counterparty) without first applying the Human-in-the-Loop controls required by Section 6.2 to verify accuracy and appropriateness. Customer is solely responsible for any Output it elects to surface to a third party, including Outputs surfaced by chat interfaces, autonomous agents, or workflow automations. The disclaimers in Sections 14.3(a) and 14.3(b) apply with full force to all Outputs.

6.8 Autonomous Actions

“Autonomous Action” means any action taken by an AI Agent that produces an effect outside the Service environment without contemporaneous human approval, including without limitation: (i) sending external communications (email, SMS, chat, social media); (ii) initiating financial transactions, payments, transfers, or trades; (iii) modifying records in third-party systems of record; (iv) executing code in production environments; (v) controlling physical-world devices; or (vi) entering into agreements on Customer’s behalf. Customer is solely and exclusively liable for all Autonomous Actions executed by AI Agents Customer has configured, permitted, or failed to constrain. Bodaty provides controls (including HITL, scoped credentials, action-class allow/deny lists, and audit trails) to enable Customer to govern Autonomous Actions; Customer’s failure to use these controls is at Customer’s risk and is a breach of Section 5. For the avoidance of doubt, Bodaty’s liability cap in Section 15.2 applies to any claim arising from or relating to Autonomous Actions, and the carve-out in Section 15.3(f) excludes the protection of that cap where Customer has failed to implement HITL controls required by Section 6.2.

6.9 EU AI Act Compliance Cooperation

If Customer is a “deployer” under Regulation (EU) 2024/1689 (the “EU AI Act”) or otherwise subject to its requirements, Customer is solely responsible for its independent obligations under the EU AI Act, including: (a) using AI systems in accordance with their instructions; (b) assigning competent human oversight (consistent with Section 6.2 of these Terms); (c) ensuring input data relevance and representativeness; (d) monitoring system operation and reporting serious incidents; (e) informing affected natural persons where required by Article 26(11); and (f) maintaining logs as required by Article 26(6). Bodaty will, where Customer requests in writing and at Customer’s reasonable cost: (i) provide the technical information reasonably necessary for Customer’s Article 26 compliance to the extent the information is in Bodaty’s possession; (ii) reasonably cooperate with Customer’s competent-authority requests; and (iii) provide deployer-facing documentation for Bodaty-developed components classified as high-risk where Bodaty becomes a “provider” within the meaning of the EU AI Act. Customer remains the deployer; Bodaty is not a provider of any high-risk AI system under the EU AI Act unless and until Bodaty places such a system on the EU market under its own trademark.

6.10 Output Indemnification Position

For paid Business Scale and Enterprise Subscriptions, Bodaty offers a conditional Output IP Indemnification with respect to certain third-party intellectual-property claims related to Outputs, as set forth in Section 16.1A and subject to the Required Mitigations in Section 16.1B. Community, Business Starter, Business Growth, free trials, and Beta Features are excluded from Output IP Indemnification. Customer should consult Section 16 for the full scope, conditions, and exclusions.

7. Intellectual Property Rights

7.1 Bodaty’s Intellectual Property

(a) Ownership. Bodaty and its licensors own all right, title, and interest in and to the Service, including all software, algorithms, models, interfaces, designs, documentation, and other materials constituting the Service (“Bodaty IP”).

(b) License Grant. Subject to your compliance with these Terms and payment of applicable fees, Bodaty grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the Subscription Term solely for your internal business purposes.

(c) Restrictions. Except as expressly permitted, you may not:

(d) Trademarks. “AICtrlNet,” “HitLai,” “Bodaty,” and related logos are trademarks of Bodaty. You may not use these marks without our prior written consent.

7.2 Customer Content

(a) Ownership. You retain all right, title, and interest in and to your Customer Content. These Terms do not transfer ownership of Customer Content to Bodaty.

(b) License to Bodaty. You grant Bodaty a worldwide, non-exclusive, royalty-free license to use, process, store, and display Customer Content solely as necessary to provide the Service and as otherwise described in these Terms and our Privacy Policy.

(c) Responsibility. You are solely responsible for your Customer Content. You represent and warrant that:

7.3 Generated Outputs

(a) Ownership of Outputs. Subject to the underlying intellectual property rights in any third-party materials and Bodaty IP, you own the workflows, configurations, and other outputs you create using the Service.

(b) AI-Generated Content. With respect to content generated by AI components:

(c) No Exclusivity. AI-generated outputs are not exclusive. Similar outputs may be generated for other users based on similar inputs.

(d) Template License. Pre-built templates provided by Bodaty are licensed, not sold. You may use templates within the Service but may not redistribute them outside the Service.

7.4 Feedback

If you provide suggestions, ideas, or feedback regarding the Service (“Feedback”), you grant Bodaty a perpetual, irrevocable, worldwide, royalty-free license to use such Feedback without restriction or compensation to you.

7.5 Open Source Components

The Service may include open source software components. Open source components are licensed under their respective licenses, which may be found in our Documentation or upon request.

8. Data Handling and Privacy

8.1 Privacy Policy

Our collection, use, and disclosure of Personal Data is governed by our Privacy Policy, available at https://github.com/Bodaty/aictrlnet-community/blob/main/docs/PRIVACY_POLICY.md. The Privacy Policy is incorporated into these Terms by reference.

8.2 Data Processing

(a) Customer Data Controller. For Personal Data that you submit to the Service, you are the data controller (or equivalent under applicable law), and Bodaty acts as a data processor.

(b) Data Processing Agreement. Enterprise customers may request a Data Processing Agreement (DPA) that complies with GDPR and other applicable data protection laws.

(c) Processing Purposes. We process Customer Content solely for the following purposes:

8.3 Data Security

(a) Security Measures. We implement appropriate technical and organizational measures to protect Customer Content against unauthorized access, alteration, disclosure, or destruction.

(b) Security Certifications. Our security practices are detailed in our Security Documentation. Enterprise customers may request SOC 2 reports and other security certifications.

(c) Breach Notification. In the event of a data breach affecting your Customer Content, we will notify you in accordance with applicable law and our Privacy Policy.

8.4 Data Location and Transfer

(a) Data Location. Customer Content is stored in data centers located in the United States unless otherwise specified in your subscription agreement.

(b) International Transfers. If you are located outside the United States, your data will be transferred to and processed in the United States. We use Standard Contractual Clauses and other appropriate safeguards for international data transfers.

(c) Geographic Routing. Enterprise customers may request geographic data routing to ensure data residency in specific regions.

8.5 Third-Party Sub-Processors

(a) Sub-Processors. We use third-party sub-processors to provide certain aspects of the Service. A list of sub-processors is available upon request.

(b) Sub-Processor Obligations. We ensure that sub-processors are bound by data protection obligations no less protective than those in these Terms.

8.6 Data Retention and Deletion

(a) Retention. We retain Customer Content for the duration of your subscription plus a reasonable period thereafter to allow for data export.

(b) Deletion. Upon termination of your subscription, we will delete Customer Content within 90 days, except as required by law or for legitimate business purposes (such as resolving disputes).

(c) Export. You may export your Customer Content at any time during your subscription through the Service’s export functionality or API.

8.7 Data Portability

(a) We support data portability. You may request export of your Customer Content in standard, machine-readable formats.

(b) Workflows can be exported in JSON format. Other data export formats are documented in our API documentation.

9. Third-Party Integrations and APIs

9.1 Third-Party Services

(a) Integrations. The Service allows you to connect to third-party services, platforms, and APIs (“Third-Party Services”). Your use of Third-Party Services is subject to the terms and policies of those third parties.

(b) No Endorsement. Integration with Third-Party Services does not constitute an endorsement by Bodaty. We are not responsible for the performance, availability, or practices of Third-Party Services.

(c) Data Sharing. When you enable integrations, data may be shared between the Service and Third-Party Services. You are responsible for understanding and consenting to such data sharing.

9.2 API Access

(a) API Terms. Access to our APIs is subject to these Terms and our API Documentation.

(b) API Keys. You must keep API keys confidential. You are responsible for all activities conducted using your API keys.

(c) Rate Limits. API access is subject to rate limits as specified in our API Documentation. Rate limits vary by subscription tier.

(d) Changes to APIs. We may modify APIs from time to time. We will provide reasonable notice of material changes in accordance with our Deprecation Policy.

9.3 Webhook Security

(a) Webhooks should be configured with authentication to prevent unauthorized access.

(b) We provide webhook signatures to verify that webhook payloads originate from the Service.

(c) You are responsible for securely handling webhook payloads.

9.4 Third-Party AI Providers

(a) The Service integrates with third-party AI model providers. When you use these integrations, your data may be processed by such providers in accordance with their terms.

(b) We are not responsible for the outputs, behavior, or availability of third-party AI models.

(c) You are responsible for reviewing and accepting the terms of service of third-party AI providers before enabling such integrations.

10. Service Availability and SLAs

10.1 Service Availability Targets

Tier Uptime Target Support Response Support Hours
Community Best effort Community forums N/A
Business 99.5% 24 hours Business hours (Mon-Fri, 9am-6pm PT)
Enterprise 99.9% 4 hours (critical), 24 hours (standard) 24/7 for critical issues

10.2 Uptime Calculation

(a) “Uptime” is calculated as the percentage of time during a calendar month that the Service’s core functionality is accessible.

(b) Scheduled maintenance windows (announced at least 72 hours in advance) are excluded from uptime calculations.

(c) Downtime caused by factors outside our reasonable control (see Section 21.5) is excluded from uptime calculations.

10.3 Service Credits (Enterprise Only)

(a) If we fail to meet the 99.9% uptime commitment for Enterprise customers, you may be eligible for service credits as follows:

Monthly Uptime Service Credit
99.0% - 99.9% 10% of monthly fee
95.0% - 99.0% 25% of monthly fee
Below 95.0% 50% of monthly fee

(b) Service credits must be requested within 30 days of the end of the affected month.

(c) Service credits are the sole and exclusive remedy for failure to meet uptime commitments.

(d) Service credits may not exceed 50% of the monthly fee in any given month.

10.4 Scheduled Maintenance

(a) We perform scheduled maintenance to improve and update the Service.

(b) We will provide at least 72 hours’ notice for scheduled maintenance expected to impact availability.

(c) We endeavor to schedule maintenance during off-peak hours (typically weekends or between 2am-6am PT).

10.5 Support Services

(a) Community Support. Community edition users have access to community forums and documentation.

(b) Email Support. Business customers receive email support with response targets as specified in Section 10.1.

(c) Priority Support. Enterprise customers receive priority support with dedicated account management and expedited response times.

(d) Scope of Support. Support covers issues related to the Service’s functionality. Support does not include:

11. Security

11.1 Our Security Commitments

(a) We implement industry-standard security measures including encryption in transit (TLS 1.2+) and at rest (AES-256).

(b) We maintain security policies and procedures designed to protect the confidentiality, integrity, and availability of the Service.

(c) We conduct regular security assessments and vulnerability testing.

(d) We have an incident response plan and will notify affected customers of security incidents in accordance with applicable law.

11.2 Your Security Responsibilities

(a) You are responsible for:

(b) You must promptly notify us of any suspected security incidents at security@aictrlnet.com.

11.3 Security Assessments

(a) Enterprise customers may request security documentation, including SOC 2 Type II reports, upon execution of an NDA.

(b) Security questionnaires and assessments are available for Enterprise customers.

12. Implementation Services (Doing-With-You)

12.1 Definition and Scope

(a) “Doing-With-You Services” or “DWY Services” means the hands-on implementation, configuration, optimization, integration, training, and advisory services performed by Bodaty personnel (“DWY Personnel”) working alongside Customer’s team to enable Customer’s productive use of the Service. DWY Services are part of the Service for Customers on a paid Subscription tier and are governed by these Terms.

(b) Notwithstanding the inclusion of DWY Services in the Subscription, the parties acknowledge that DWY Services are services in nature and that Sections 12.6 (Service Standards), 12.7 (IP), 12.9 (Knowledge Transfer), and 12.11 (DWY Liability) apply specifically to DWY Services and supplement (and where expressly stated, modify) the corresponding general provisions of these Terms.

(c) Categories of DWY Services include, without limitation: (i) workflow design and configuration; (ii) AI agent deployment and tuning; (iii) prompt engineering and policy configuration; (iv) third-party integration build-out using Service-supported connectors; (v) training of Customer’s Authorized Users; (vi) operational reviews including Quarterly Business Reviews; and (vii) advisory consulting on AI governance and human-in-the-loop design.

12.2 Monthly Hour Allocation by Tier

(a) DWY Hour Bank. Each paid Subscription tier includes a monthly allocation of DWY Hours as follows:

Subscription Tier Monthly DWY Hours
Community Edition 0
Business Starter 2
Business Growth 5
Business Scale 8
Enterprise Base 20
Enterprise Premium 40 (or as specified in the Order Form)

(b) Monthly Reset; No Rollover. The DWY Hour Bank refreshes on the first day of each Subscription monthly billing cycle. DWY Hours not consumed within a calendar month do not roll over, accumulate, or convert to credits, and are not refundable, exchangeable, or otherwise payable. Unused DWY Hours expire at 11:59 PM Central Time on the last day of the applicable monthly billing cycle.

(c) Pro-Ration on Mid-Cycle Tier Changes. If Customer upgrades or downgrades tier mid-cycle, the DWY Hour allocation for the remainder of that cycle is pro-rated by remaining calendar days. Hours already consumed under the prior tier are deducted from the new allocation.

12.3 Included and Excluded Activities

(a) Included Activities. DWY Hours may be applied to: (i) initial setup and configuration of the Service for Customer’s environment; (ii) design, build, and tuning of Workflows, AI Agents, prompts, and policies within the Service; (iii) configuration of Service-supported integrations and connectors; (iv) AI behavior tuning, evaluation, and optimization; (v) HITL approval-flow design; (vi) live and recorded training for Authorized Users; (vii) recurring optimization reviews and Quarterly Business Reviews; and (viii) advisory consulting on AI governance, risk, and adoption.

(b) Excluded Activities. DWY Hours may not be applied to, and Bodaty will not be obligated to perform under DWY: (i) software development outside the Service (custom application development, mobile app development, standalone code); (ii) repair, maintenance, configuration, or support of third-party tools, systems, or platforms that are not Service connectors, except to the limited extent of configuring the Service-side of an integration; (iii) data engineering work whose primary purpose is migration to or from systems unrelated to the Service; (iv) hardware procurement, networking, or on-premises infrastructure; (v) legal, regulatory, accounting, or other licensed-professional advice; or (vi) staff augmentation for Customer’s general business operations unrelated to the Service.

(c) Scope Disputes. If the parties disagree whether a requested activity is Included or Excluded, Bodaty’s reasonable, good-faith determination will govern, provided that Bodaty will promptly explain the basis of the determination in writing if Customer so requests. Customer may purchase Excluded work as a separate engagement at then-current rates.

12.4 Scheduling and Consumption Mechanics

(a) Booking. DWY Hours are scheduled through the in-Service DWY scheduling tool or by request to Customer’s named DWY Account Lead. Standard DWY Services are performed remotely Monday through Friday, 9:00 a.m. to 6:00 p.m. Central Time (the “Standard Hours Window”).

(b) Lead Time. Routine bookings require at least three (3) business days’ lead time. Enterprise Premium bookings require at least one (1) business day. Bodaty will use commercially reasonable efforts to accommodate shorter lead times subject to consultant availability.

(c) Minimum Unit. DWY Hours are consumed in thirty-minute (30-minute) minimum increments and rounded up to the next 30-minute increment after the first hour.

(d) Cancellation. Customer may cancel or reschedule a booked DWY session without charge with at least twenty-four (24) hours’ advance notice. Cancellations with less than twenty-four (24) hours’ notice or no-shows consume the booked time from the DWY Hour Bank.

(e) After-Hours and Emergency Multipliers. DWY Services performed outside the Standard Hours Window at Customer’s request are billed against the DWY Hour Bank at 1.5x consumption (i.e., one clock hour deducts 90 minutes from the Bank). DWY Services performed on weekends, U.S. federal holidays, or on an emergency basis (response within four hours of request) are billed at 2.0x consumption. After-hours and emergency requests require Bodaty’s prior confirmation and are subject to consultant availability.

(f) Additional Hours. When the DWY Hour Bank is exhausted, Customer may purchase additional DWY Hours at the rate of two hundred ninety-five U.S. dollars ($295) per hour, billed in 30-minute increments and added to Customer’s next monthly invoice. Additional Hour purchases do not roll over.

(g) Travel. DWY Services are performed remotely. If Customer requests on-site delivery and Bodaty agrees in writing, Customer reimburses pre-approved travel expenses at cost and travel time is billed against the DWY Hour Bank at 0.5x consumption (i.e., one clock hour of travel deducts 30 minutes).

12.5 Customer Obligations

(a) DWY Customer Lead. Customer will designate one individual as its primary DWY Customer Lead and may name up to two alternates. The DWY Customer Lead is the authorized point of contact for booking, scoping, accepting, and approving DWY work. Bodaty is entitled to rely on the DWY Customer Lead’s instructions.

(b) Access. Customer will provide DWY Personnel with timely access to the systems, accounts, environments, sample data, and decision-makers reasonably necessary to perform the booked DWY Services. Customer access provisioning must comply with Section 11 (Security).

(c) Responsiveness. When DWY Personnel reasonably request information, decisions, or approvals required to progress a booked engagement, Customer will respond within two (2) business days. Time during which DWY Personnel are blocked awaiting Customer response beyond two (2) business days is not consumed from the DWY Hour Bank but does not entitle Customer to extension of the monthly cycle.

(d) Decisions. Customer is responsible for all business and operational decisions made on the basis of DWY Services, including the design of Workflows that affect individuals’ rights or that fall within Section 6.2(c) high-stakes categories. DWY Personnel act in an advisory and configuration capacity; final authority for production deployment and human-in-the-loop checkpoints rests with Customer.

12.6 Bodaty Obligations and Service Standards

(a) Workmanlike Standard. Bodaty will perform DWY Services in a professional and workmanlike manner, consistent with practices used by other providers performing services of a similar nature, using DWY Personnel with the requisite skills, experience, and qualifications.

(b) Named-Personnel Continuity. For Enterprise tier Customers, Bodaty will designate a named DWY Account Lead and at least one named alternate. Bodaty will use commercially reasonable efforts to maintain continuity of named DWY Personnel for the duration of the Subscription Term and will notify Customer of any change at least ten (10) business days in advance where reasonably practicable.

(c) Warranty and Sole Remedy. Bodaty warrants that DWY Services will conform to the standard in Section 12.6(a). Customer must give Bodaty written notice of any claim of breach of this warranty within ninety (90) days after performance of the affected DWY Services. Customer’s sole and exclusive remedy, and Bodaty’s entire liability, for breach of this warranty is, at Bodaty’s option, (i) re-performance of the non-conforming DWY Services without additional charge to the DWY Hour Bank; or (ii) refund of the additional-hour fees, if any, paid for the non-conforming DWY Services. The general remedies in Section 15 do not modify this Section 12.6(c) sole remedy except to the extent of Section 12.11.

(d) Disclaimer. Except as expressly stated in Section 12.6(a) and (c), DWY Services are provided without warranty of any kind. The disclaimers in Section 14.3 (Disclaimers) apply to DWY Services and DWY work product, including AI-related disclaimers in Section 14.3(b).

12.7 Intellectual Property in DWY Work Product

(a) Customer-Owned Outputs. As between the parties and subject to Section 12.7(b), Customer owns all right, title, and interest in and to the Workflows, AI Agent configurations, prompts, policies, integration mappings, runbooks, and other configuration artifacts created during DWY Services that are specific to Customer’s deployment of the Service (“DWY Work Product”). For the avoidance of doubt, DWY Work Product is Customer Content under Section 7.2 and Customer Content provisions apply.

(b) Bodaty Background and Tools. Customer’s ownership in Section 12.7(a) does not extend to: (i) the Service itself, the Platform, or any Bodaty IP; (ii) Bodaty’s pre-existing methodologies, frameworks, templates, accelerators, libraries, or tools used in performing DWY Services (“Bodaty Methods”); (iii) generic, non-Customer-specific learnings, know-how, or improvements that have application beyond Customer’s deployment; or (iv) any general-purpose AI prompt libraries, evaluation harnesses, or governance templates included by reference in DWY Work Product. To the extent any Bodaty Methods are incorporated into DWY Work Product, Bodaty grants Customer a worldwide, non-exclusive, royalty-free, perpetual, non-transferable license to use, reproduce, modify, and create derivative works of such Bodaty Methods solely as embedded in the DWY Work Product for Customer’s internal business purposes, including after termination of these Terms.

(c) Independent Development. Nothing in this Section 12.7 limits Bodaty’s right to perform similar DWY Services for, or develop similar configurations for, other customers, provided Bodaty does not violate Section 12.8 (Heightened Confidentiality) or use Customer-specific DWY Work Product for other customers without consent.

(d) Feedback. Section 7.4 (Feedback) applies to feedback provided during DWY Services.

12.8 Heightened Confidentiality During DWY

(a) Heightened Bar. DWY engagements involve deeper access to Customer systems, data, processes, and personnel than baseline Service use. Accordingly, DWY Personnel will treat as Confidential Information of Customer all information accessed in the course of DWY Services, regardless of whether marked or designated, with the exceptions set forth in Section 13.1(b).

(b) Need-to-Know. Bodaty will limit access to Customer Confidential Information to DWY Personnel with a need to know for the performance of DWY Services and will ensure such DWY Personnel are bound by written confidentiality obligations no less protective than those in Section 13.

(c) No Use Beyond Engagement. Bodaty will not use Customer Confidential Information accessed during DWY Services for any purpose other than performing DWY Services and managing the customer relationship under these Terms.

(d) Survival. Confidentiality obligations specific to DWY Services survive termination for five (5) years following the date the relevant Confidential Information was accessed, notwithstanding any shorter survival period in Section 13.

12.9 Knowledge Transfer and Documentation

(a) Runbooks and Configuration Documentation. For each material DWY engagement (defined as any contiguous DWY effort consuming more than four (4) hours of DWY Hours toward a single deliverable), Bodaty will produce written documentation describing the configuration changes made, design decisions, dependencies, and operational considerations sufficient for a reasonably skilled Authorized User to operate, maintain, and modify the resulting DWY Work Product. Such documentation is part of DWY Work Product and is owned by Customer under Section 12.7(a).

(b) Walk-Through. At Customer’s request, Bodaty will conduct a knowledge-transfer walk-through with Customer’s designated personnel for each material DWY engagement. The walk-through is consumed from the DWY Hour Bank.

(c) End-of-Engagement Handover. Upon termination of DWY Services (whether on tier downgrade, DWY-only termination under Section 12.11(c), or termination of these Terms), Bodaty will provide Customer with a final consolidated documentation package describing all DWY Work Product, configurations, integration credentials Customer owns, and recommended operational practices, within thirty (30) days of the effective termination date. Up to four (4) hours of preparation time is included in the final monthly DWY Hour allocation; additional hours may be purchased at the standard rate.

12.10 Off-Boarding, Data Export, and Customer Independence

This Section 12.10 represents Bodaty’s deliberate commitment to customer independence and portability. Bodaty’s compliance with this Section is a material obligation.

(a) Customer Ownership of Work Product. All DWY Work Product, Customer Content, Workflows, AI Agent configurations, prompts, policies, audit logs, and integration mappings are owned by Customer under Section 12.7(a) and Section 7.2 and may be exported, reused, modified, and operated by Customer or any successor provider of Customer’s choice. Bodaty disclaims any contractual, technological, or commercial restriction that would prevent Customer from doing so.

(b) Data Export. During the Subscription Term, Bodaty shall make available to Customer:

Customer is responsible for periodically exporting any data required for continuity. Bodaty does not warrant any post-termination access window beyond any grace period available under Section 4 (Subscription Plans and Payment Terms). Customers requiring guaranteed post-termination access should ensure their export practices and contractual addenda reflect this.

(c) Documentation Handover. Bodaty will provide Customer with the final consolidated documentation package described in Section 12.9(c) regardless of the reason for termination.

(d) No Lock-In Through Methods. Bodaty will not embed in DWY Work Product any proprietary Bodaty Method that is not licensed to Customer under Section 12.7(b) or that would impair Customer’s ability to operate the DWY Work Product on a successor platform after termination.

(e) Migration Cooperation. During the Subscription Term, Bodaty will cooperate in good faith with Customer’s reasonable requests for migration assistance, including providing reasonably necessary technical information about the export formats described in Section 12.10(b) and Customer-specific configurations. Migration assistance after termination is available as a separate engagement at then-current rates.

(f) Survival. This Section 12.10, together with Sections 12.7 and 12.9, survives termination of these Terms.

12.11 DWY-Specific Liability and Termination

(a) Liability for DWY Work — Unified Cap. The aggregate liability cap in Section 15.2 is the single, unified cap that applies to all claims arising from or related to the Service, including DWY Services and DWY Work Product. The parties have considered, and have elected not to adopt, a separate sub-cap for DWY Services. This unified cap is a deliberate and material allocation of risk reflecting the fact that DWY Services are bundled into the Subscription, not separately priced.

(b) No Special Carve-Outs for DWY. The exceptions to the cap in Section 15.3 (gross negligence/willful misconduct, payment, AUP breach, indemnification, non-limitable matters, HITL bypass) apply equally to DWY-related claims. No additional exceptions apply solely because a claim arises from DWY Services.

(c) DWY-Only Termination.

(d) Effect of Termination on DWY. Upon termination of these Terms or downgrade away from a paid tier, accrued unused DWY Hours expire immediately. Sections 12.7, 12.8, 12.9, 12.10, and this Section 12.11(d) survive termination.

13. Confidentiality

13.1 Confidential Information

(a) “Confidential Information” means information disclosed by one party to the other that is marked as confidential or that reasonably should be understood to be confidential, including business plans, technical data, pricing, and Customer Content.

(b) Confidential Information does not include information that:

13.2 Protection of Confidential Information

(a) Each party agrees to protect the other’s Confidential Information using at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care.

(b) Confidential Information may only be used for purposes of performing under these Terms.

(c) Confidential Information may only be disclosed to employees, contractors, and agents who need to know and are bound by confidentiality obligations.

13.3 Compelled Disclosure

(a) If required by law to disclose Confidential Information, the receiving party will (to the extent legally permitted):

14. Warranties and Disclaimers

14.1 Bodaty’s Warranties

Bodaty warrants that:

(a) The Service will perform materially in accordance with the Documentation during the Subscription Term;

(b) We will provide the Service using commercially reasonable skill and care;

(c) We have the right to grant the licenses described in these Terms.

14.2 Your Warranties

You warrant that:

(a) You have the authority to enter into these Terms;

(b) Your Customer Content does not violate any third party’s rights or any applicable law;

(c) You will use the Service in compliance with these Terms and all applicable laws.

14.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.1, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

(a) NO ADDITIONAL WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BODATY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

(b) AI DISCLAIMERS. WITHOUT LIMITING THE FOREGOING, BODATY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING:

(c) THIRD-PARTY SERVICES. BODATY DISCLAIMS ALL LIABILITY FOR THIRD-PARTY SERVICES INTEGRATED WITH THE SERVICE.

(d) BETA FEATURES. BETA FEATURES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND.

15. Limitation of Liability

15.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on Liability

EXCEPT AS PROVIDED IN SECTION 14.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF:

(a) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO BODATY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR

(b) ONE HUNDRED DOLLARS ($100) FOR COMMUNITY EDITION USERS.

15.3 Exceptions

The limitations in Sections 15.1 and 15.2 do not apply to:

(a) Liability arising from a party’s gross negligence or willful misconduct;

(b) Your payment obligations under these Terms;

(c) Your breach of Section 5 (Acceptable Use Policy);

(d) Either party’s indemnification obligations under Section 16;

(e) Liability that cannot be limited by applicable law;

(f) HITL Bypass. Liability arising from or relating to Customer’s failure to implement, or Customer’s circumvention or disabling of, the Human-in-the-Loop controls required by Section 6.2 with respect to any high-stakes decision category enumerated in Section 6.2(c) or any Autonomous Action under Section 6.8. For clarity, where Customer has bypassed required HITL controls and harm results from an AI-generated decision or action, Bodaty’s liability cap in Section 15.2 does not protect Customer from the consequences of that bypass; Customer remains liable to itself and to third parties for such harm.

15.4 Basis of the Bargain

THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

16. Indemnification

16.1 Indemnification by Bodaty — Service IP Infringement

(a) Bodaty will defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from allegations that the Service (excluding Customer Content, Third-Party Services, Outputs, and open source components) infringes any third party’s intellectual property rights.

(b) This indemnification obligation does not apply if the claim arises from:

(c) If the Service becomes subject to an infringement claim, Bodaty may, at its option:

16.1A Output IP Indemnification (Business Scale and Enterprise Tiers Only)

(a) Scope. Subject to the conditions in Section 16.1B and the exclusions in Section 16.1C, Bodaty will defend Customer against, and pay damages and reasonable settlement amounts finally awarded against Customer in, any third-party claim alleging that an Output generated by Customer’s authorized use of the Service infringes such third party’s existing United States copyright or trademark right (an “Output IP Claim”).

(b) Tier Eligibility. Section 16.1A applies only to active, paid Subscriptions at the Business Scale tier or any Enterprise tier. Section 16.1A does not apply to Community Edition, Business Starter, Business Growth, free trials, Beta Features, evaluation accounts, or any unpaid use of the Service.

16.1B Required Mitigations

The defense and indemnification obligations of Section 16.1A are conditional on Customer’s implementation of all of the following Required Mitigations:

(i) Human-in-the-Loop Review. Customer applied the Human-in-the-Loop review required by Section 6.2 to the Output prior to any external use, publication, or transmission to a third party.

(ii) Default-On Governance Controls. Customer operated the Service with the Bodaty-provided runtime governance gate (which enforces per-action human review or auto-approval thresholds based on the Customer’s Autonomy Policy) and other applicable safety controls in their default-on configuration in any Bodaty-operated environment; Customer did not disable, weaken, or bypass such controls. For Customer-operated (self-hosted) deployments, Customer is responsible for configuring the governance gate and any applicable content guardrails to a level appropriate to Customer’s risk tolerance.

(iii) No Knowing Infringement-Prompts. Neither Customer nor any Authorized User issued any prompt, instruction, or system message that could reasonably be expected to elicit an infringing Output, and Customer did not knowingly continue to use an Output after becoming aware of an infringement risk. Customer acknowledges that the Service does not provide automated prompt screening for intellectual property risk; Customer is solely responsible for reviewing prompts and prompt templates for content that a reasonable person would expect to elicit Output infringing a third party’s intellectual property rights.

(iv) Prompt Notice. Customer promptly notified Bodaty in writing of the Output IP Claim and tendered control of the defense to Bodaty in accordance with Section 16.3.

(v) Cooperation. Customer reasonably cooperated with Bodaty in the defense and did not enter into any settlement or admission of liability with respect to the Output IP Claim without Bodaty’s prior written consent.

16.1C Exclusions from Output Indemnification

Section 16.1A does not apply to, and Bodaty has no defense or indemnification obligation with respect to:

(a) Outputs derived in whole or material part from Customer Content, Customer-supplied prompts, or fine-tuning data Customer supplied;

(b) Patent claims of any kind;

(c) Trade-secret misappropriation claims;

(d) Right-of-publicity, defamation, false-light, or privacy claims;

(e) Outputs that Customer modified after generation;

(f) Claims arising from Customer’s combination of Outputs with non-Bodaty materials, software, products, or processes;

(g) Outputs generated through self-hosted, customer-controlled, or customer-deployed Foundation Models;

(h) Any claim to the extent the underlying Foundation Model Provider’s terms exclude or do not pass through equivalent protection to Bodaty (Customer acknowledges that Bodaty’s defense of an Output IP Claim is dependent in part on the corresponding indemnity flow-through from the Foundation Model Provider that generated the Output);

(i) Outputs from Beta Features or pre-release model versions;

(j) Trademark claims arising from Customer’s use of an Output as a brand identifier, mark, or trade dress (Bodaty’s defense covers infringement of an existing third-party trademark contained within an Output, not Customer’s own use of an Output as a mark).

16.2 Indemnification by Customer

(a) Customer will defend, indemnify, and hold harmless Bodaty from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from:

16.3 Indemnification Procedures

(a) The indemnified party must promptly notify the indemnifying party of any claim.

(b) The indemnifying party will have sole control of the defense and settlement, provided that settlement does not impose liability on the indemnified party without consent.

(c) The indemnified party will provide reasonable cooperation at the indemnifying party’s expense.

17. Termination and Suspension

17.1 Term

(a) Community Edition. Community edition subscriptions continue until terminated by either party.

(b) Paid Subscriptions. Paid subscriptions continue for the Subscription Term and automatically renew unless cancelled.

17.2 Termination for Convenience

(a) You may terminate your subscription at any time through your Account settings or by contacting support.

(b) Termination takes effect at the end of the current billing period. No refunds are provided for the remaining period.

(c) For annual subscriptions, you may cancel auto-renewal at any time, and your access will continue until the end of the annual term.

17.3 Termination for Cause

(a) Either party may terminate these Terms immediately upon written notice if the other party:

(b) Bodaty may terminate or suspend your access immediately if:

17.4 Suspension

(a) We may suspend your access to the Service if:

(b) We will provide notice before or promptly after suspension, except where prohibited by law.

(c) We will restore access once the grounds for suspension are resolved.

17.5 Effects of Termination

(a) Access. Upon termination, your right to access and use the Service immediately ceases.

(b) Data Export. You may export your Customer Content prior to termination. After termination, we will retain Customer Content for 30 days to allow for data export, after which it will be deleted.

(c) Survival. Sections 1, 7, 8.6, 12.7, 12.8, 12.9, 12.10, 12.11(d), 13, 14.3, 15, 16, 17.5, 19, and 21 survive termination.

(d) Refunds. If Bodaty terminates for cause, no refund is due. If Customer terminates for cause due to Bodaty’s uncured material breach, Customer is entitled to a pro-rata refund of prepaid fees for the remaining Subscription Term.

(e) Implementation Services on Termination. Customer’s data export rights with respect to DWY Work Product are governed by Section 12.10. Accrued unused DWY Hours expire immediately on termination with no refund per Section 12.11(d); DWY Work Product delivered prior to termination remains owned by Customer and licensed to Customer per Sections 12.6 and 12.7. Customer is responsible for completing any required export during the Subscription Term; Bodaty does not warrant any post-termination access window beyond any grace period under Section 4.

18. Modifications to Terms

18.1 Changes to Terms

(a) Right to Modify. AICtrlNet and HitLai are evolving products operating in a rapidly developing AI regulatory environment. Customer acknowledges that these Terms, the referenced Privacy Policy, and the Data Processing Agreement will be updated from time to time to reflect (i) product capabilities and roadmap changes, (ii) changes in applicable law or regulatory guidance (including the EU AI Act, U.S. state AI laws, and global data-protection regulations), (iii) changes in upstream Foundation Model Provider terms, and (iv) clarifications, corrections, or improvements identified through ongoing review.

(b) Notice of Material Changes. For material changes — meaning changes that materially adversely affect Customer’s rights or obligations — we will provide at least thirty (30) days’ prior notice before they take effect.

(c) Notice of Non-Material Changes. For non-material changes (including corrections, clarifications, formatting, cross-reference updates, and changes that benefit Customer), we will publish the updated version and update the “Last Updated” date; separate notice is not required.

(d) Notice Channels. Notice may be provided by:

(e) Immediate Effect for Specific Categories. Changes to legal-compliance, security, Acceptable Use Policy, or AI-safety provisions may take effect immediately when required by applicable law or to address a security or safety risk; such changes will be documented in the Document History at the end of these Terms.

(f) Version Tracking. Bodaty maintains a version history at the end of these Terms summarizing each material change. Prior versions are available on request to legal@aictrlnet.com.

18.2 Acceptance of Changes

(a) Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms.

(b) If you do not agree to modified Terms, you must stop using the Service before the changes take effect and may terminate your subscription.

18.3 Changes to the Service

(a) We may modify, update, or discontinue features of the Service at any time.

(b) We will provide reasonable notice of material changes to the Service that adversely affect your use.

(c) For discontinued features, we will endeavor to provide migration paths or alternatives where feasible.

19. Dispute Resolution

19.1 Governing Law

These Terms are governed by the laws of the State of Illinois, United States, without regard to conflict of laws principles.

19.2 Informal Resolution

(a) Before initiating formal dispute resolution, you agree to contact us at legal@aictrlnet.com to attempt to resolve the dispute informally.

(b) We will attempt to resolve disputes within 60 days of receiving notice.

19.3 Arbitration Agreement

(a) Agreement to Arbitrate. Except as provided in Section 19.5, any dispute arising from or relating to these Terms or the Service will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules.

(b) Arbitration Process.

(c) Costs. Each party will bear its own attorneys’ fees and costs. Arbitration fees will be shared equally, except that Bodaty will pay your share if you demonstrate financial hardship.

19.4 Class Action Waiver

YOU AND BODATY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION.

19.5 Exceptions to Arbitration

The following claims are not subject to arbitration:

(a) Claims for injunctive relief to prevent unauthorized use or abuse of the Service or infringement of intellectual property rights;

(b) Claims that may be brought in small claims court;

(c) Claims where arbitration is prohibited by applicable law.

19.6 Jurisdiction

For any claims not subject to arbitration, you consent to the exclusive jurisdiction of the federal and state courts located in Cook County, Illinois.

19.7 Time Limitation

Any claim arising from or relating to these Terms must be filed within one (1) year after the claim arose, or it will be permanently barred.

20. Export Compliance

20.1 Export Laws

(a) You acknowledge that the Service may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and sanctions administered by the Office of Foreign Assets Control (OFAC).

(b) You will comply with all applicable export laws and will not export, re-export, or transfer the Service to prohibited countries, entities, or individuals.

20.2 Sanctions Compliance

(a) You represent that you are not located in, organized under the laws of, or a national or resident of any country subject to U.S. trade sanctions.

(b) You represent that you are not listed on any U.S. government list of prohibited or restricted parties.

21. General Provisions

21.1 Entire Agreement

These Terms, together with the Privacy Policy and any Order Forms, constitute the entire agreement between you and Bodaty regarding the Service and supersede all prior agreements.

21.2 Assignment

(a) You may not assign these Terms without our prior written consent.

(b) Bodaty may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets upon notice to you.

21.3 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

21.4 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

21.5 Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, pandemics, or failures of third-party services or infrastructure.

21.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

21.7 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

21.8 Notices

(a) Notices to Bodaty must be sent to:

Bodaty LLC Attn: Legal Department 200 E. 5th Ave., Suite 121DE Naperville, IL 60563 legal@aictrlnet.com

(b) Notices to you will be sent to the email address associated with your Account.

(c) Notices are effective upon receipt.

21.9 Headings

Section headings are for convenience only and do not affect interpretation.

21.10 Language

These Terms are drafted in English. Any translations are for convenience only, and the English version controls.

22. Contact Information

If you have questions about these Terms, please contact us:

Bodaty LLC 200 E. 5th Ave., Suite 121DE Naperville, IL 60563

General Inquiries: Email: contact@aictrlnet.com

Legal Department: Email: legal@aictrlnet.com

Sales: Email: sales@aictrlnet.com

Support: Email: support@aictrlnet.com

Privacy Inquiries: Email: privacy@aictrlnet.com

Document History

Version Date Description
1.0 January 29, 2026 Initial release
2.0 May 1, 2026 Entity correction (Bodaty Technologies, Inc. → Bodaty LLC); governing law changed from Delaware to Illinois (Cook County / Chicago); pricing table refreshed with current Business and Enterprise tier ladder; new Section 12 (Implementation Services / DWY) added; renumbered former Sections 12-21 to 13-22; AI-era updates to Section 6 (model deprecation 6.6, hallucination disclaimer 6.7, autonomous action liability 6.8, EU AI Act cooperation 6.9); new Output IP Indemnification (Section 16.1A/B, Microsoft CCC-style, Business Scale + Enterprise only); new HITL bypass carve-out (Section 15.3(f)); Foundation Model Provider disclosure (Section 9.5).

By using AICtrlNet or HitLai, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.