Obvious Terms of Service

2.1 Customer’s Access and Use Rights

Subject to the terms and conditions of this Agreement and Customer’s continued compliance herewith, including its payment obligations, Provider hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Services during the Subscription Term for its internal business operations solely in accordance with this Agreement and applicable Order Forms. All rights not expressly granted to Customer herein are reserved by Provider and its licensors.

2.2 Deployment and Hosting

Provider will provision, control, manage, and maintain the hosting environment for the Services in a secure cloud infrastructure and be responsible for infrastructure, uptime, and associated security obligations. Customer is solely responsible for establishing and maintaining its internet connectivity and ensuring that such infrastructure is sufficient to access and use the Services.

Self-Hosted Deployments: Provider may offer self-hosted or on-premise deployment options under a separate Enterprise Licensing Agreement. If Customer is self-hosting the Services, these Terms do not apply.

2.3 Enhancements; Modifications

Provider shall retain sole control over the operation, provision and maintenance of the Services. Provider reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to improve the quality, performance, cost efficiency or market competitiveness thereof or otherwise to comply with applicable law.

2.4 Order Forms and Addenda

The Parties may enter into one or more Order Forms and associated Addenda. Each Order Form shall reference this Agreement and specify the applicable pricing structure, features, and term. In the event of a conflict, the terms of the applicable Order Addendum shall control, followed by the Order Form, and then this Agreement.

2.5 Use of the Service and Documentation

Customer may use the Service and Documentation solely in connection with their internal business operations, subject to the limitations set forth in the Order Form and this Agreement.

2.6 Use Restrictions

Customer will not, and will not permit or authorize its Authorized Users or any third parties to:

• Rent, lease, sell, sublicense, assign, distribute, or otherwise permit third parties to use the Service or Documentation except as explicitly set forth in this Agreement
• Use the Service in any way that violates applicable law
• Circumvent, disable, or interfere with any security or other technological features or measures of the Service
• Upload or provide for processing any information or material that is illegal, defamatory, offensive, abusive, obscene, or that violates privacy or intellectual property rights of any third party
• Use the Service to harm, threaten, or harass another person or organization
• Send, store, or distribute any viruses, worms, Trojan horses, or other disabling code or malware
• Reverse engineer, decompile, disassemble, or create derivative works of any aspect of the Service
• Access the Service to build a competitive product or service
• Allow use of the Service by any third party except as expressly permitted herein
• Circumvent or interfere with safety or filtering tools
• Attempt to manipulate or craft prompts to exploit, circumvent, or trick the Agent into generating prohibited outputs

2.7 Authorized Users and User Controls

Use of the Service is restricted to Authorized Users, up to the number specified in the Order Form. An Authorized User account must not be shared among users. Customer is responsible for maintaining the confidentiality of its login, password, and account and for all activities that occur under its account. Customer remains fully liable for all acts and omissions of its Authorized Users.

2.8 Protection Against Unauthorized Use

Customer will use reasonable efforts to prevent any unauthorized use of the Service or Documentation and will immediately notify Provider in writing of any unauthorized use that comes to its attention.

2.9 Service Level Agreement

The Services shall be available 99.5% of the time (“Service Level Commitment”), measured monthly. Scheduled Maintenance (announced at least 48 hours in advance) and Excluded Events (third-party failures, improper use, force majeure) are excluded from the calculation.

Customer’s sole remedy for Service Level failures is a Downtime Credit equal to 10% of monthly Fees for every continuous 30-minute increment of Downtime in excess of the initial 60 minutes in any calendar month, capped at 7 days of Fees for that month. Customer must notify Provider of Downtime within 5 business days.

2.10 Support Services

Provider will provide technical support during business hours. Customer may initiate support requests at help@obvious.ai or through the chat interface within the Platform.

2.11 Agent and AI Functionality

2.12 Suspension for Non-Payment

Provider may suspend Customer’s access to the Services if any undisputed amounts owed are more than fifteen (15) days past due, after providing notice and an opportunity to cure.

3.1 Fees and Payment Terms

Customer will pay all Fees in accordance with the payment terms selected during signup or as specified in an applicable Order Form. For self-service subscriptions, Fees will be charged automatically on a monthly or annual basis via the payment method on file. All payments are due immediately upon renewal unless otherwise specified. All amounts are payable in U.S. dollars and are non-refundable except as expressly provided in this Agreement.

For enterprise customers with executed Order Forms, Fees will be invoiced in accordance with the terms set forth in the applicable Order Form, generally due within thirty (30) days of the invoice date.

3.2 Usage-Based Pricing

If applicable, Fees for the Services may be based on usage metrics such as number of Authorized Users, Projects, storage capacity, API calls, or Agent interactions, as described in the applicable Order Form. Customer is solely responsible for monitoring and managing its usage.

3.3 Disputed Amounts

If Customer disputes any invoiced amount in good faith, Customer must notify Provider in writing within fifteen (15) days of the invoice date. Customer may withhold only the portion actually in dispute; all undisputed amounts must be paid on time.

3.4 Taxes

Fees exclude any applicable taxes. Customer is responsible for all taxes, withholdings, duties, and governmental assessments imposed on the Services, excluding those based on Provider’s net income.

3.5 Late Payment

Any amount not paid when due will accrue interest at 1.5% per month (or the maximum lawful rate, if lower), determined and compounded monthly from the date due until the date paid.

4.1 Term

This Agreement commences on the Effective Date and will remain in effect for so long as there is an active Order Form in effect between the parties, unless terminated earlier. If no Order Form has been in effect for a consecutive period of thirty (30) days, Provider may immediately suspend access to the Services.

4.2 Termination for Cause

Either Party may terminate this Agreement if the other Party does not cure its material breach within thirty (30) days of receiving written notice. If Customer fails to timely pay any Fees, Provider may immediately suspend access upon notice and terminate if outstanding Fees are not paid within thirty (30) days.

4.3 Effect of Termination

Upon termination or expiration of the Agreement:

• All rights to access and use the Services will cease
• Customer will immediately pay any accrued but unpaid Fees
• Provider will delete or de-identify Customer Data in accordance with its data retention schedule and the DPA, unless otherwise required by law
• Customer will provide Provider with written certification that all use of the Service has been discontinued

4.4 Survival

Sections 2.6, 2.7, 2.11, 4.3, 4.4, 5, 6, 7, 8, 9, 10, and 11 will survive termination.

5.1 Reservation of Rights

Except as expressly set forth in this Agreement, neither Party will acquire any right, title or interest in or to the other Party’s intellectual property. Provider retains all right, title and interest in and to the Services and the underlying Platform, including the Agent, all software, technology, tools, algorithms, models, and Documentation.

5.2 Customer Data Ownership

Customer retains all right, title and interest in and to Customer Data. Customer grants Provider a non-exclusive, worldwide right and license to process, use, copy, modify, host, store, and display Customer Data as necessary for Provider to perform its obligations under this Agreement.

5.3 Anonymized Data

Provider may collect, aggregate, and analyze Anonymized Data to improve the Services and its offerings, including for training AI models, provided that Provider shall have the right to use Customer Data for such purposes only with Customer’s explicit consent.

5.4 Feedback

Customer grants Provider a royalty-free, worldwide, perpetual, irrevocable, non-exclusive, transferable right to use, modify, distribute, and incorporate into the Services any feedback provided by Customer or any Authorized User related to the Services, without restriction.

6.1 Definition

“Confidential Information” of a Party means any non-public information disclosed by one party to the other in connection with this Agreement, including information about the Disclosing Party’s past, present or future customers, suppliers, technology, or business.

6.2 Obligations

The Receiving Party will protect the Disclosing Party’s Confidential Information with the same degree of care used to protect its own Confidential Information, but not less than reasonable care. Confidential Information may be disclosed to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

6.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information if required by law, provided it gives the Disclosing Party prompt notice and cooperates in seeking a protective order or other remedy.

6.4 Term

The obligations in this Section 6 survive for three (3) years following expiration or termination of this Agreement, except that Confidential Information that constitutes a trade secret will continue to be subject to these terms for as long as it remains a trade secret under applicable law.

7.1 Data Security

Provider implements and maintains physical, electronic, and managerial procedures intended to protect against the loss, misuse, unauthorized access, alteration, or disclosure of Customer Data. These measures include encryption of Customer Data during transmission and at rest, and compliance with industry standards such as SOC 2 Type II and ISO 27001. Provider will notify Customer of any unauthorized access to Customer Data that comes to its attention.

7.2 Data Processing Agreement (DPA)

The DPA governs the processing of Customer Personal Data under this Agreement and is incorporated by reference. In the event of a conflict between the terms of this Agreement and the DPA as they relate to the processing of Customer Personal Data, the DPA shall prevail. View our Data Processing Addendum.

7.3 Data Retention and Deletion

Within ninety (90) days after the effective date of termination or expiration of the Agreement, Provider will delete all Customer Personal Data in its possession, except as required by law or as necessary for the establishment or exercise of legal claims, in accordance with the DPA.

8.1 By Provider

Provider will defend Customer against any claim alleging that the Services, when used in strict accordance with this Agreement, infringe or misappropriate a third party’s intellectual property rights, and will indemnify Customer from all damages, judgments, settlements, liabilities, and costs (including reasonable attorneys’ fees) finally awarded. Provider has no obligation to indemnify Customer where the claim arises from: Customer Data, use of the Services in a manner not authorized by this Agreement, or modification of the Services not made by Provider.

8.2 By Customer

Customer will defend Provider and its Affiliates from and against any claims arising out of or relating to: Customer’s breach of Sections 2.6, 2.7, 2.12, and Section 6; Customer Data; Customer’s failure to properly manage access controls; or Customer’s use of Agent outputs in violation of applicable law or this Agreement.

8.3 Indemnification Procedures

An indemnified Party seeking protection must promptly notify the indemnifying party in writing of any claim and grant the indemnifying Party sole control over the defense and settlement of the claim.

9.1 Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND THE SERVICES, INCLUDING THE AGENT AND ALL AI-GENERATED OUTPUTS, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

9.2 Disclaimer of Indirect Damages

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF REPUTATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES.

9.3 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

10.1 Third-Party Products

The Services may interoperate with or provide access to certain third-party products, services, or platforms, including Third-Party AI Providers. Any Third-Party Product provided in connection with the Service is provided pursuant to the terms of the applicable third-party agreement. Provider assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any Third-Party Product.

10.2 Third-Party Integrations

Customer may choose to configure or enable integration between Third-Party Products with the Services. Provider is not responsible for any data handling, security, processing, storage, transfer, availability or compliance of third-party systems. Customer is solely responsible for the selection and enabling of any Third-Party Product or integration.