These Hedy, AI Assistant Terms of Use ("Terms") form a legally binding agreement between you or the entity that you represent ("Company" or "you") and Cloud4Wi Inc. ("Cloud4Wi", "us" or "we") for the use of our proprietary Hedy, AI Assistant service ("Service").
By using the Service, you represent that you have read, understood, and agree to be bound by these Terms and to use the Service in compliance with these Terms. If you do not agree to these Terms, you are not permitted to access or use the Service.
1. DEFINITIONS
For purposes of these Terms, the following terms have the corresponding definitions listed below:
1.1. "Additional Terms" means the Master Subscription Agreement ("MSA") between you and Cloud4Wi, which is hereby incorporated by reference.
1.2. "AI Model" means the advanced reasoning AI models integrated with the Service.
1.3. "Cloud4Wi Platform" means the proprietary AI-First, cloud-based Wi-Fi platform provided by Cloud4Wi.
1.4. "Content" means any data and information made available by Cloud4Wi for use with the Service.
1.5. "Customer Data" means electronic data and information submitted by or for Customer to the Services.
1.6. "Hedy" or "Service" refers to the multi-task AI agent, Project Hedy, which is an AI-driven add-on for Cloud4Wi’s core Wi-Fi access platform.
1.7. "Personal Information" means the information that specifically identifies an individual.
1.8. "Tenant Account" refers to your specific account within the Cloud4Wi Platform.
1.9. "Usage Limit" means the maximum amount of tokens (75,000) allowed for use by a single Tenant Account per day.
2. SERVICE
2.1. Hedy is designed to enhance your Cloud4Wi platform operations, technical support, data analysis, and strategic decision-making
2.2. The Service is currently provided as a free add-on to the Cloud4Wi Platform, subject to the Usage Limit of 75,000 tokens per day per single Tenant Account.
2.3. Cloud4Wi may, at its sole discretion, choose to offer the Service as a commercial (paid) service in the future, but is under no obligation to do so. Cloud4Wi will provide advance notice of any such change.
2.4. Cloud4Wi may impose or adjust the Usage Limit on the number of transactions you may send or receive through the Service, including rate limits (number of transactions per second) and usage limits (number of transactions per hour or day). Such fixed upper limits may be set by Cloud4Wi at any time, at Cloud4Wi’s discretion.
2.5. Cloud4Wi may make backwards-incompatible changes to the Service.
2.6. You agree to use the Service only for purposes: a) the Terms permit that; b) that are permitted by any applicable third party contract, law or regulation in the relevant jurisdictions; and, c) that comply with all applicable policies or guidelines, if any, made available by Cloud4Wi.
3. DATA RETENTION
3.1. Cloud4Wi will retain Customer Data processed by the Hedy Service for a maximum period of ninety (90) days. After this period, Cloud4Wi will have no obligation to maintain or provide any Customer Data related to the Service, and will thereafter delete or destroy all copies of such Customer Data in its systems or otherwise in its possession or control, unless legally prohibited. This retention policy is subject to the data processing addendum outlined in the MSA.
4. CLOUD4WI RESPONSIBILITIES
4.1. Cloud4Wi will make the Services available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation.
4.2. Cloud4Wi will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users).
4.3. Cloud4Wi will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with its obligations under these Terms.
5. CUSTOMER RESPONSIBILITIES
5.1. You will be responsible for Users’ compliance with these Terms, Documentation and Order Forms.
5.2. You will be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-Cloud4Wi Applications with which Customer uses Services.
5.3. You will use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Cloud4Wi promptly of any such unauthorized access or use.
5.4. You will use Service only in accordance with these Terms, Documentation, Order Forms and applicable laws and government regulations.
5.5. Any use of the Services in breach of the foregoing by Customer or Users that in Cloud4Wi’s judgment threatens the security, integrity or availability of Cloud4Wi’s services, may result in Cloud4Wi’s immediate suspension of the Services, however Cloud4Wi will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
6. USAGE RESTRICTIONS
6.1. You will not (a) make the Service available to anyone other than Customer, or Users, or use the Service for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation , (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Service, or include the Service in a service bureau or outsourcing offering , (c) use the Service or Non-Cloud4Wi Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights , (d) use the Service or Non-Cloud4Wi Application to store or transmit Malicious Code , (e) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein , (f) attempt to gain unauthorized access to the Service or its related systems or networks , (g) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of Cloud4Wi intellectual property except as permitted under this Agreement, an Order Form, or the Documentation , (h) modify, copy, or create derivative works based on the Service or any part, feature, function or user interface thereof , (i) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
7. INTELLECTUAL PROPERTY
7.1. You acknowledge and agree that Cloud4Wi and its licensors own all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to the Service and any information, data or materials provided or used in connection with, or generated by, the Service (excluding Your Content).
7.2. Cloud4Wi reserves their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
7.3. Subject to Cloud4Wi’s and its licensors’ ownership of the Service and the Content, as between you and Cloud4Wi, you own or have the appropriate rights to Your Content and your Application. Cloud4Wi claims no ownership over Your Content or your Application, and you retain copyright and any other rights you already hold in Your Content.
7.4. You grant to Cloud4Wi a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Cloud4Wi’s services.
8. DISCLAIMER OF WARRANTIES
8.1. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". CLOUD4WI MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
8.2. YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK43. CLOUD4WI DOES NOT WARRANT THAT ANY USE OF OR ACCESS TO THE SERVICE WILL BE ERROR-FREE, COMPLETE, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT OPERATION OR AVAILABILITY WILL BE UNINTERRUPTED; OR THAT ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED; AND CLOUD4WI HEREBY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION THEREWITH.
8.3. CLOUD4WI DOES NOT WARRANT THAT THE SERVICE WILL PERFORM IN ANY PARTICULAR MANNER AND HEREBY DISCLAIM LIABILITY FOR NEGLIGENCE AND GROSS NEGLIGENCE45.
8.4. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND CLOUD4WI ASSUMES NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) (A) THE DECISIONS THAT YOU MAY MAKE REGARDING THE SERVICE, (B) USE OF THE SERVICE INCLUDING ANY CONTENT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU IN CONNECTION WITH THE SERVICE, OR (C) ANY EFFECTS ON YOUR BUSINESS THAT MAY RESULT FROM SUCH USE.
8.5. CLOUD4WI MAKES NO WARRANTIES TO ANY THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE IN CONNECTION WITH THE SERVICE INCLUDING ANY CONTENT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU IN CONNECTION WITH THE SERVICE, INCLUDING, WITHOUT LIMITATION, TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
9. LIMITATION OF LIABILITY
9.1. IN NO EVENT WILL CLOUD4WI BE LIABLE HEREUNDER FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER (HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE), INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER COVER, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, NOR CLOUD4WI BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM A FORCE MAJEURE EVENT OR AN ACT OF A THIRD PARTY OR THROUGH NO FAULT ON THEIR RESPECTIVE BEHALVES.
9.2. You agree that you are solely responsible for (and that Cloud4Wi has no responsibility to you or to any third party for) any breach of your and/or your Authorized Users’ and/or your End Users’ obligations under these Terms and for the consequences of any such breach (including any loss or damage that Cloud4Wi may suffer).
9.3. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY CLOUD4WI” SECTION IN THE MSA, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CLOUD4WI SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE CLOUD4WI’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $1,000.00.
10. INDEMNIFICATION
10.1. Customer will defend Cloud4Wi against any claim, demand, suit or proceeding made or brought against Cloud4Wi by a third party alleging (a) that any Customer Data or Customer’s use of Customer Data with the Services, or (b) Customer’s use of the Services in an unlawful manner or in violation of these Terms, the Documentation, or Order Form (each a “Claim Against Cloud4Wi”), and will indemnify Cloud4Wi from any damages, attorney fees and costs finally awarded against Cloud4Wi as a result of, or for any amounts paid by Cloud4Wi under a settlement approved by Customer in writing of, a Claim Against Cloud4Wi, provided Cloud4Wi (a) promptly gives Customer written notice of the Claim Against Cloud4Wi, and (b) gives Customer all reasonable assistance, at Customer’s expense.
10.2. The above defense and indemnification obligations do not apply if a Claim Against Cloud4Wi arises from Cloud4Wi’s breach of this Agreement, the Documentation or applicable Order Forms.
11. PRIVACY AND DATA PROTECTION
11.1. You understand and agree that by using the Service, you consent to the collection, use, processing, and storage of your Personal Information, including cross-border transfers as described in the Privacy Policy.
11.2. You acknowledge and agree that you are responsible for compliance with all applicable privacy and data protection laws related to Personal Information provided to Cloud4Wi in connection with use of the Service by you or your Authorized Users, including any applicable requirements related to notice, consent, transfer (including cross-border transfer), disclosure, and use of Personal Information in connection with the Service, including as described in the Privacy Policy.
Without limiting the foregoing, you will ensure that you have obtained consents, to the extent necessary, to provide Personal Information to be transferred to, collected, stored, used and otherwise processed by Cloud4Wi and its service providers.
12. AMENDMENTS TO THESE TERMS
12.1. We may periodically make changes to these Terms. It is your responsibility to review the most recent version of these Terms frequently and remain informed of any changes to it.
12.2. You agree that your continued use of the Service after such changes have been published to our website at https://support.cloud4wi.ai/hc/en-us/articles/360037286491-APIs-Terms-of-Use will constitute your acceptance of such revised Terms.
12.3. For any material modifications to these Terms, such modifications will automatically be effective 30 days after they are initially posted on or through our website.
12.4. In the event that such modifications materially alter your rights or obligations hereunder, such modifications will become effective upon the earlier of (i) your continued use of the Service with actual knowledge of such modifications, or (ii) 30 days from publication of such modifications on or through our website.
12.5. If and when we release a commercial version of the Service, we will notify you via email and you will be required to accept the new Terms before you can use the commercial version.
13. WAIVER
13.1. No failure or delay by you or by us to exercise any right under these Terms will constitute a waiver of that right.
14. SEVERABILITY
14.1. If any portion of these Terms is held invalid by a court of competent jurisdiction, then such portion will be deemed to be of no force or effect, and these Terms will be construed as if such portion had not been included herein.
14.2. If the deletion of such provision materially impairs the commercial value of these Terms, then the Company and Cloud4Wi will attempt to renegotiate such provision in good faith.
15. INDEPENDENT CONTRACTORS
15.1. The Company and Cloud4Wi are independent contractors. Neither of you, nor Cloud4Wi, nor any of your or our respective employees, customers or agents, will be deemed to be the representative, agent, or employee of the other for any purpose whatsoever. None of them have the right or authority to assume or create an obligation of any kind or nature, express or implied, on behalf of the other, or to accept service of any legal claims or notices addressed to or intended for the other.
16. ENTIRE AGREEMENT
16.1. These Terms in conjunction with the Additional Terms constitute the entire agreement between Cloud4Wi and the Company with respect to the subject matter of the entire agreement and supersede all prior agreements, understandings, and arrangements, oral or written, concerning its subject matter.
16.2. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter of the entire agreement have been made either by Cloud4Wi or the Company which is not expressly set forth in the entire agreement.
17. GOVERNING LAW AND JURISDICTION
17.1. These Terms will be governed by and construed in accordance with the laws of the state of California, USA.
17.2. The Company and Cloud4Wi both agree to submit to the non-exclusive jurisdiction of the courts located in New York, State of New York .
18. MISCELLANEOUS
18.1. The headings used in these Terms are for convenience of reference only and do not affect the meaning or construction of these Terms.
18.2. The official language of these Terms is English. All contract interpretations, notices and dispute resolutions will be in English.
Any attachments or amendments to these Terms will be in English. Translations of any of these documents will not be construed as official or original versions of such documents.
19. CONTACTS
19.1. If you have any questions or comments about these Terms, please contact Cloud4Wi using the following contact information:
77 Sands Street, 603,3 New York, NY 11201 United States of America 73
privacy@cloud4wi.com