Terms of Service

Last updated: Jan 26, 2024

This Agreement is entered into between Odo Labs, Inc., a Delaware corporation (“Odo”) and the entity or person placing an order via the Order Form or accessing the Odo Services (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below, any exhibits or addenda identified below and any Order Forms. If you are accessing or using Odo on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE ODO SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE ODO SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. ACCOUNT REGISTRATION AND USE.

Customer may need to register for an Odo account in order to use the Odo Service. Account information must be accurate, current, and complete, and will be governed by Odo's Privacy Policy (currently available at https://odo.do/privacy-policy). Customer agrees to keep this information up-to-date so that Odo may send notices, statements, and other information by email or through Customer’s account. Customer must ensure that any user IDs, passwords, and other access credentials for the Odo Service are kept strictly confidential and not shared with any unauthorized person. Customer will be responsible for any and all actions taken using its and its users’ accounts, passwords or access credentials. Customer must notify Odo promptly of any breach of security or unauthorized use of its account.

2. USE RIGHTS.

2.1 Use of Odo Services. Subject to the terms and conditions of this Agreement, Odo grants Customer a non-exclusive, non-transferable, non-sublicensable right and license during the applicable Term to access and use the Odo Service, solely for Customer’s internal business purposes. The Odo Service may require installation of Odo Code within Customer’s development environment. In these cases, subject to the same conditions above, the rights granted in this Section further include the right to install and use the relevant Odo Code.

2.2 General Restrictions. Customer must not (and must not allow any third party to): (i) rent, lease, copy, transfer, resell, sublicense, lease, time-share, distribute, or otherwise provide access to any portion of the Odo Service to a third party; (ii) modify or create a derivative work of the Odo Service or any portion of it; (iii) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Odo Service (including Odo Code), except to the extent expressly permitted by applicable law and then only with advance notice to Odo; (iv) break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Odo Service; (v) access the Odo Service for the purpose of building a competitive product or service or copying its features or user interface; (vi) use the Odo Service for purposes of product evaluation, benchmarking, performance testing, or comparative analysis intended for publication; or (vii) remove or obscure any proprietary or other notices contained in the Odo Service, including in any reports or output obtained from the Odo Service.

2.3 Beta Releases and Free Access Subscriptions. Odo may provide Customer with a Odo Service for free or on a trial basis (a “Free Access Subscriptions”) or with “alpha”, “beta”, or other early-stage Odo Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. Odo makes no promises that future versions of Beta Releases or Free Access Subscriptions will be released or will be made available under the same commercial or other terms. Odo may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time in Odos sole discretion, without liability. WITH RESPECT TO BETA RELEASES, CUSTOMER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH ODO WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN.

3. CUSTOMER DATA.

3.1 Rights in Customer Data. As between the parties, Customer retains all right, title, and interest (including any intellectual property rights) in and to the Customer Data. Customer grants Odo a non-exclusive, worldwide, royalty-free right to collect, use, modify and process Customer Data solely: (i) to provide the Odo Service and related services to Customer and (ii) to generate separate anonymous data sets about product usage that do not identify Customer or its employees and that are stripped of all persistent identifiers (such as name, email address, etc.)(“Aggregate/Anonymous Data”).

3.2 Security. Odo will implement appropriate technical and organizational security measures designed to protect Customer Data in the Odo Service against unauthorized or unlawful processing, accidental or unlawful destruction, accidental loss or alteration, and unauthorized disclosure or access.

4. FEES AND PAYMENT.

4.1 Fees. To the extent the Odo Services are made available for a fee, Customer agrees to pay all fees in the currency and payment period specified in the applicable Order Form. Odo’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Odo. Except as expressly provided in this Agreement, payments are non-refundable and non-creditable and payment obligations non-cancellable. All undisputed fees due are payable in United States dollars, unless otherwise agreed to between the parties in writing.

4.2 Credit Card Payment Terms. If Customer elects to pay via credit card, then Customer is solely responsible for either (a) enabling auto-recharge on Customer’s payment instrument or (b) ensuring that Customer’s payment instrument has a sufficient positive balance to cover all fees due. If, for any reason, Customer has a negative balance on its account(s), then Odo reserves the right to suspend access to the Odo Services.

4.3 Invoicing Payment Terms. If Customer elects to receive invoices and pay in arrears as agreed by Odo, then invoices will be sent to via email in accordance with the Order Form. Except as otherwise set forth in an Order Form, Customer will make all of the undisputed fees hereunder within thirty (30) days of the date of the invoice. If Customer is overdue on any payment of undisputed fees and fails to pay within ten (10) business days of a written notice, then Odo may assess, and Customer agrees to pay a late fee of either 1.5% per month, or the maximum amount allowable by applicable law, whichever is less.

4.4 Disputes. Customer must notify Odo in writing of any good-faith invoice dispute within twenty (20) days of the applicable invoice date and reasonably cooperate with Odo in resolving any dispute. If the parties are unable to resolve a dispute within ten (10) days of Customer’s notice, each party will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any provision in this Agreement that would limit seeking these remedies on account of a payment dispute. For clarity, any undisputed amounts must be paid in full in accordance with this Section.

5. TERM AND TERMINATION.

5.1 Term. This Agreement is effective as of the Effective Date and continues until terminated. Either party may terminate this Agreement with thirty (30) days’ advance written notice if all Terms for the Odo Service(s) have expired or are terminated as expressly permitted in this Agreement.

5.2 Renewals. By executing an Order Form for purchase of a Odo Service, Customer is agreeing to pay applicable fees for the entire Term. Customer cannot cancel or terminate this Agreement except as expressly permitted by Section 6.4 (Termination for Cause) and Section 10.1 (Limited Warranty). If no start date is specified on the applicable Order Form, the Term starts when Customer first obtains access to the Odo Service. Each Term will automatically renew for additional successive twelve-month periods unless: (i) otherwise stated on the applicable Order Form; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Term.

5.3 Suspension of Service. Odo may suspend Customer’s access to the Odo Service(s) if Customer’s account is overdue and Customer fails to pay amounts due within ten (10) days of notice by Odo, subject to Section 5.4 (Disputes). Odo may also suspend Customer’s access to the Odo Service(s) if it determines that suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Odo Service.

5.4 Termination for Cause. Either party may terminate this Agreement, including any related Order Form, if the other party: (i) fails to cure any material breach of this Agreement (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party(and not dismissed within sixty (60) days thereafter).

5.5 Effect of Termination. Upon any expiration or termination of this Agreement or an Order Form, Customer’s license rights terminate and it must promptly: (a) stop using the applicable Odo Service(s); (b) delete (or, at Odo’s request, return) any Odo documentation, passwords or access codes, and any other Odo Confidential Information in Customer’s possession, custody, or control. If Odo terminates this Agreement for cause as provided in Section 6.4 (Termination for Cause), any payments for the remaining portion of the Term will become due and must be paid immediately by Customer. If Customer terminates this Agreement for cause as provided in Section 6.4 (Termination for Cause), Customer will receive a refund of any fees it has pre-paid for the terminated portion of the applicable Term. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.

5.6 Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Account Registration and Use); 2.2 (General Restrictions); 2.3 (Beta Releases and Free Access Subscriptions); 3.1 (Rights in Customer Data); 4 (Fees and Payment); 5 (Term and Termination); 6 (Confidential Information); 7 (Odo Technology); 8(Indemnification); 9 (Disclaimers); 10 (Limitations of Liability); and 11(General).

6. CONFIDENTIAL INFORMATION.

6.1 Confidentiality Obligation. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by this Agreement; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents or contractors having a legitimate need to know (which, for Odo, includes the subcontractors referenced in Section 112.5), provided that the party remains responsible for any recipient’s compliance with the terms of this Section 6 and that these recipients are bound to confidentiality obligations no less protective than this Section.

6.2 Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advanced notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.

6.3 Remedies. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone maybe an insufficient remedy, and so on breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

7. ODO TECHNOLOGY.

7.1 Ownership and Updates. This is a term-limited agreement for access to and use of the Odo Service. Customer acknowledges that it is obtaining only a limited right to use the Odo Service and no ownership rights are transferred to Customer under this Agreement. Odo (or its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all Odo Technology, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Odo for the purposes of this Agreement, including any copies and derivative works of the foregoing and Odo's Confidential Information. No right or licenses are granted except as expressly and unambiguously set forth in this Agreement. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any Odo Service, that Odo may collect learnings, logs, and data regarding the performance and use of the Odo Service, and that Odo may make updates, bug fixes, modifications or improvements to the Odo Service from time-to-time.

7.2 Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Odo (collectively, “Feedback”),Customer hereby grants Odo a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise, however Odo will not identify Customer as the source of the Feedback. Nothing in this Agreement limits Odo’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

7.3 AI Services. We do not guarantee that the information and recommendation provided will always be accurate, complete, or appropriate for your specific circumstances. Customers should use their own judgment and verify any AI-generated content before relying on it.

8. INDEMNIFICATION.

Customer agrees to defend Odo from and against any third-party claim to the extent resulting from its use of the Odo Services. Customer will indemnify and hold Odo harmless from and against any damages and costs awarded against Odo or agreed in settlement by Customer (including reasonable attorney’s fees) that result from these third-party claims. Customer must not settle any claim without Odo’s prior written consent if the settlement would require Odo to admit fault, pay amounts that Customer must pay under this Agreement, or take or refrain from taking any action. Odo may participate in a claim through counsel of its own choosing at its own expense and Customer and Odo will reasonably cooperate on the defense.

9. DISCLAIMERS.

ALL ODO TECHNOLOGY AND RELATED SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER ODO NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ODO MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT ODO TECHNOLOGY WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR THAT ODO TECHNOLOGY WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

10. LIMITATIONS OF LIABILITY.

10.1 Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES.

10.2 Liability Cap. ODO’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO ODO FOR THE APPLICABLE ODO SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT THAT THIS SECTION 11.2 DOES NOT APPLY TO: (i) DEFENSE COSTS AND DAMAGES PAYABLE BY AN INDEMNIFYING PARTY TO THIRD PARTIES UNDER SECTION 9 (INDEMNIFICATION); AND (ii) CUSTOMER’S PAYMENT OBLIGATIONS AS EXPRESSLY PROVIDED IN THIS AGREEMENT. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, ODO’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THIRTY U.S. DOLLARS ($30 US).

10.3 Exceptions. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 11 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 11 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10.4 Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 10 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY ODO TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11. GENERAL.

11.1 Governing Law. This Agreement is governed by the laws of the United States of America and the State of Delaware. Your use of the Services may also be subject to other local, state, national, or international laws.

11.2 Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the other party’s advanced written consent, except that each party may assign this Agreement without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transferor assign this Agreement except as expressly authorized under this Section will be void.

11.3 Notices. Any notice or communication under this Agreement must be in writing. Customer must send any notices under this Agreement (including breach notices and warranty and indemnity claims) to Odo, in English to support@odo.do. Odo may send notices to the email addresses on Customer’s account or, at Odo’s option, to Customer’s last-known postal address. Odo may also provide operational notices regarding the Odo Service or other business-related notices through conspicuous posting of the notice on Odo’s website or the Odo Service. Each party consents to receiving electronic notices. Odo is not responsible for any automatic filtering Customer or its network provider may apply to email notifications.

11.4 Subcontractors. Odo may use subcontractors and permit them to exercise the rights granted to Odo in order to provide the Odo Service and related services under this Agreement. These subcontractors may include, for example, Odo’s hosting providers. However, subject to all terms and conditions of this Agreement, Odo will remain responsible for: (i) compliance of its subcontractors with the terms of this Agreement; and (ii) the overall performance of the Odo Services if and as required under this Agreement.

11.5 Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

11.6 Force Majeure. Neither party will be liable for any delay or failure to perform its obligation under this Agreement if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.

11.7 Export Control. Each party will comply with all applicable export control laws. Customer represents and warrants that it is not on any government list of prohibited or restricted parties or located in (or a national of) a country subject to a government embargo or that has been designated by the government as a “terrorist supporting” country.

11.8 Publicity. Customer agrees that Odo may refer to Customer’s name and trademarks in Odo’s marketing materials and website, including but not limited to displaying the Customer’s logo, solely for the purpose of identifying Customer as a customer of Odo.

11.9 Amendments; Waivers. Odo may update the terms and conditions of this Agreement (which may include changes pricing and plans) from time to time with prior notice to Customer in accordance with Section 11.3. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by an authorized representative of the waiving party.

11.10 Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.

11.11 No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement.

11.12 Entire Agreement. This Agreement represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Odo Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect.

11.13 Contact. For general inquiries about our services, please contact us at support@odo.do.