TERMS OF SERVICE

Effective: September 3, 2025

These Terms of Service (the “Terms” or the “Agreement”) govern the relationship between the organization agreeing to these terms (the “Customer”) and DOJOAI, Lda (“DOJO AI”) (each a “Party”, together, the “Parties”) in the context of the Customer’s access to and/or use of the Service (as defined below). By subscribing to or using the Service, the Customer agrees to the terms outlined in this document. The individual subscribing to or otherwise responsible for the initial access to the Service declares to have the legal authority to bind the Customer and to act on its behalf. 

1. DEFINITIONS

“Affiliate”: An entity directly or indirectly controlling, controlled by or under common control with a Party at any moment during the Term, for as long as such control exists.

“AI Agent”: Any system, software, or tool that with minimal human intervention interacts with its environment, processes data, executes tasks, makes recommendations, or takes actions according to preset or adaptive objectives.

“Confidential Information”: Except as otherwise determined in this Agreement, any information disclosed by a Party (”Disclosing Party”) to the other (”Receiving Party”), regardless of the format, including (a) information described as confidential or information that, given the nature of the information and/or the circumstances of disclosure, should be reasonably understood as confidential, (b) any Input, (c) the Service, (d) this Agreement, its terms and any details about the respective negotiations, and (e) any plans, processes, ideas, technology specifications, other technical information, and designs. 

“Content”: Any document, file, communication and/or information, regardless of its format, such as text, data (personal and non-personal), code, software, audio, video, and images.

“Customer Integrations”: Any features, products, services and/or Content not developed nor provided by DOJO AI that the Customer may, at its own discretion, opt to use in conjunction with the Service, such as through integrations, excluding Third-party Services and Outputs.

“DPA”: The Data Processing Addendum agreed between the Parties, which forms part of this Agreement and is here incorporated by reference, available here.

“Gen AI”: Generative artificial intelligence.

“Input”: Any Content uploaded, inserted, sent or otherwise directly or indirectly shared by a User with DOJO AI and/or a Third-party Provider in the context of the Service, including through Customer Integrations.

“Output”: Any Content automatically generated in the context of the Service as a result of a User’s Input.

“Service”: DOJO AI’s software, applications, tools and other products or services ordered by the Customer to DOJO AI or otherwise provided by DOJO AI and used by the Customer under this Agreement, including the products and services described in the Subscription Plan.

“Subscription Plan”: The plan selected by the Customer that defines the scope, features, and pricing of the Service.

“Term”: The period defined in section 9.1.

“Third-party Models”: Large language models (LLMs) offered by some Third-Party Providers and other artificial intelligence models used by DOJO AI in the context of providing the Service.

“Third-party Providers”: The third parties described in the Annex IV to the DPA.

“Third-Party Services”: Third-party Models and any other products or services wholly or partially developed and/or provided by Third-Party Providers and used by DOJO AI in the context of providing the Service to the Customer, in each case to which Third-Party Terms apply.

“Third-party Terms”: Any terms, policies, codes of conduct, and equivalent documents issued by a Third-Party Provider and applicable to the Customer or to a User in connection to their use of the Service.

“User”: An individual accessing or otherwise using the Service through the Customer’s account credentials, or otherwise responsible for an AI Agent’s respective access or use.

2. THE SERVICE

2.1. Scope: Subject to the terms and conditions of the Agreement, the Customer subscribes to, and DOJO AI will supply, the Service as specified in the Subscription Plan.

2.2. Service Levels: DOJO AI will make commercially reasonable efforts to:

a) Keep the Service available 99.9% of the time, per month, excluding interruptions due to support and maintenance, causes beyond DOJO AI’s control, and suspensions under section 9.2.

b) Minimize disruptions to the Service during maintenance and support.

c) Provide advance notice to the Subscriber of any suspension of the Service for the purposes mentioned above.

2.3. Modifications to the Service: DOJO AI may update, change, correct or discontinue features and/or user interfaces of the Service from time to time. DOJO AI will use reasonable efforts to provide written notice of any changes that materially and negatively affect the functionality of the Service.

2.4. Customer Integrations: The Customer may choose to use Customer Integrations to the extent expressly permitted by DOJO AI. By opting to use Customer Integrations, the Customer acknowledges that:

a) DOJO AI may access and exchange Content and other Confidential Information with the relevant provider on behalf of the Customer.

b) As between the Parties, the Customer will be the only one responsible for complying with the relevant provider's contractual terms and limitations and for paying any additional fees as required by such provider. 

c) Although DOJO AI may facilitate the Customer’s use of Customer Integrations, Customer Integrations are not Services and DOJO AI does not control and will not be liable for Customer Integrations, including regarding their security, operation, functionality, reliability or interoperability with and within the Service.

3. REPRESENTATIONS AND WARRANTIES

3.1. Representations: Each Party represents to the other Party that:

a) It is duly organized and validly existing under the laws of the jurisdiction in which it is established.

b) It has the necessary power and the legal rights to enter into this Agreement and to perform its respective obligations.

c) It has taken all necessary actions to authorize the execution and delivery of this Agreement and the performance of its respective obligations.

d) Its engagement under this Agreement and its performance of the relevant obligations do not conflict with any contractual or legal obligation of such Party.

3.2. Service warranties: DOJO AI warrants during the Term that the Service:

a) Will conform substantially to the specifications provided by DOJO AI.

b) Will be performed in a professional manner, in accordance with generally accepted industry standards.

c) To DOJO AI’s knowledge, does not infringe any third-party rights.

4. SUBSCRIPTION AND FEES 

4.1. Subscription Plan: The Customer agrees to pay for the Service based on the chosen Subscription Plan. Pricing and applicable currency are described in the Subscription Plan.

4.2. Billing Cycle: The Customer will be billed monthly in advance for the Subscription Plan. Fees are non-refundable, except as specifically provided in this Agreement.

4.3. Late Payment: If any payments are not made on time, DOJO AI reserves the right to, at its sole discretion, either charge a late fee of one point five percent (1.5%) per month (or the maximum allowed by law, whichever is lower) or suspend access to the Service until the outstanding payment is received.

4.4. Tax: The Customer will pay any withholding, sales, value added or other taxes, duties or charges applicable to the fees payable by the Customer under this Agreement.

5. USE OF THE SERVICES

5.1. General compliance: The Parties will comply with the terms of this Agreement, applicable contractual obligations and all laws, rules and regulations, in each case as relevant to the provision or use (as applicable) of the Service.

5.2. Authorized Users: Access is limited to authorized Users as determined in the Subscription Plan. The Customer will ensure its authorized Users comply with all obligations under this Agreement. The Customer will be responsible for the access and use by any User, including if any violation of applicable obligations occurs. The Customer and any authorized Users will not use nor allow the use of any AI Agent to access or otherwise use the Service. 

5.3. Account management: As between the Parties, and except to the extent caused by DOJO AI’s breach of this Agreement:

a) The Customer is responsible for all account activity, regardless of such activity being authorized by the Customer.

b) DOJO AI and its Affiliates are not responsible for unauthorized access to, and activity in, the Customer’s account.

5.4. Third-party Services: The Service may integrate and/or otherwise use Third-party Services, which have their own Third-party Terms. The Customer agrees to comply with the relevant Third-party Terms in its use of the Service, to the extent applicable. Accordingly, the Customer accepts that, except as otherwise determined in this Agreement:

a) DOJO AI does not have any control over the Third-party Providers, their Third-party Services (including their data processing) or their Third-Party Terms, aside from DOJO AI’s contractual arrangements with such Third-Party Providers.

b) Third-party Terms may be modified or replaced at the discretion of each Third-party Provider.

c) The Customer is responsible for verifying any updates or other changes to the applicable Third-party Terms.

d) If the Customer disagrees with any Third-Party Terms, the Customer may object to such terms by ceasing to use the Service and terminating the Agreement as foreseen in section 9.4.

e) Depending on the Customer’s use of the Service, including features used, queries submitted and settings selected, as well as the dynamics of the Service, the Service may use some, all or none of the Third-party Services.

5.5. No model training: DOJO AI will not use nor authorize any Third-party Provider to use Inputs to train, retrain, fine-tune or otherwise improve any third-party Gen AI models, including the Third-party Models.

5.6. Acceptable use (i): The Customer will:

a) Protect its Service’s account credentials (including username, password and tokens, if any).

b) Promptly notify DOJO AI if the Customer suspects or discovers any unauthorized access to, or use of, the Service and/or any credentials.

c) Assess the accuracy, quality, appropriateness and legality and overall compliance of any Content used as Input and ensure that its use in the context of the Service respects the same requirements.

d) Assess the accuracy, quality, appropriateness and legality and overall compliance of any Content used as Output and ensure that its further use respects the same requirements.

5.7. Acceptable use (ii): The Customer will not:

a) Use the Service in a way that results in illegal or unethical activities (including by using Content that is offensive or otherwise inappropriate), as well as activities that may negatively affect DOJO AI, its personnel, its Affiliates, or Third-party Providers.

b) Share any Service’s credentials with unauthorized persons.

c) Use the Service in a way that interferes or attempts to interfere with the operation or security of the Service, including by enabling any virus or malware into DOJO AI’s systems.

d) Attempt to reverse-engineer or derive any portion of DOJO AI’s source code.

e) Modify, adapt, or otherwise create derivative works of DOJO AI’s software.

f) Use any method to extract data or Output from DOJO AI or its Service in a manner not reasonably intended by DOJO AI’s provision of the Service, including web scraping and similar forms of web data extraction. 

g) Use its access to the Service to create a product or service which competes with DOJO AI, or in a way that is otherwise competitive with DOJO AI, likely to damage DOJO AI’s reputation or bring DOJO AI into dispute.

6. INTELLECTUAL PROPERTY

6.1. Access to the Service: During the Term, DOJO AI grants the Customer the right to access and use the Service in accordance with the terms of this Agreement and the selected Subscription Plan on a non-exclusive, non-sublicensable and non-transferable basis.

6.2. License to DOJO AI: During the Term, the Customer grants DOJO AI the right and license to use any Input or Output as is reasonable or necessary for DOJO AI to perform its obligations and exercise its rights under the Agreement and applicable laws.

6.3. No transfer of rights. As between the Parties, except as explicitly stated in this Agreement, DOJO AI, its relevant Affiliates and/or licensors and/or Third-party Providers (as applicable) retain all rights (including intellectual property rights), title, and interest in and to the Service, including in relation to any related improvements, modifications or enhancements, as well as all related software, information, documentation, code, models, methods, processes, techniques and know-how.

6.4. Responsibility for Content: To the extent permitted by applicable law and applicable contractual rights and obligations, including this Agreement and any Third-Party Terms, and as between the Parties, the Customer is the sole Party responsible for and retaining all ownership rights in relation to the Input and the Output.

6.5. Similar Content: The Customer acknowledges that the Output may not be unique because of the nature of Gen AI tools and the nature of the Service, which may use information available online. Accordingly, the Output may be similar or equal to Content already available online and/or Content made available to other customers of DOJO AI. Customer therefore waives any claim of originality or uniqueness in relation to the Output that could be made against DOJO AI, its customers, Affiliates or Third-party Providers.

6.6. Feedback: Feedback from the Customer or a User, including comments, ideas and suggestions for improvements, will not be treated as confidential, and DOJO AI may, at its sole discretion, use such feedback for any lawful purpose without any restrictions, obligations or rights arising for the benefit of the Customer or of any User in that context.

6.7. Usage data: To the extent permitted by law, and subject to the requirements and limitations foreseen in this Agreement (including in the DPA), DOJO AI may collect, analyze and use data collected, generated, or derived from the Customer’s use of the Service, including metadata, analytics, metrics, and other operational data. As between the Customer and DOJO AI, DOJO AI retains all right, title, and interest in and to such data. DOJO AI may use this data for any lawful purpose without any restrictions, obligations or rights arising for the benefit of the Customer or any User in that context.

6.8. Marketing/advertising: During the Term, the Customer grants DOJO AI a non-exclusive, non-transferable license to use the Customer's trademarks, names and/or logos in marketing and advertising materials and communications, including press releases, product brochures, as well as financial reports and prospectuses, presenting the Customer as a customer of DOJO AI.

7. CONFIDENTIALITY

7.1. Exclusions: Confidential Information does not include information that:

a) Is public at the time of disclosure or at a later stage without fault of the Receiving Party or of entities with whom the Receiving Party has shared, or permitted access to, the relevant information.

b) Becomes available to the Receiving Party on a non-confidential basis from a source entitled to share the information on such terms.

c) Is developed by the Receiving Party without use of or access to the Disclosing Party's Confidential Information. 

or

d) Is declared non-confidential in writing by the Disclosing Party.

7.2. Obligations: The Receiving Party agrees to protect any Confidential Information shared under this Agreement and will:

a) Not disclose Confidential Information to third parties without prior written consent of the Disclosing Party.

b) Safeguard all Confidential Information of the Disclosing Party with a degree of care appropriate to the nature of the Confidential Information in question.

c) Not use Confidential Information for any purpose not foreseen in the Agreement.

7.3. Exceptions: The Receiving Party may disclose Confidential Information to persons (including Affiliates, personnel, directors, lawyers, agents, and other service providers) who are bound by confidentiality obligations at least to the degree foreseen in this Agreement, and who need to know the Confidential Information in virtue of their relationship with the Receiving Party. The Receiving Party can also disclose Confidential Information if required by applicable law or a binding decision of a competent authority. In such case, the Receiving Party will, except as prevented by law, provide the Disclosing Party with appropriate notice and cooperate to protect the Confidential Information to the extent permissible.

8. DATA SECURITY AND PRIVACY

8.1. DPA references: Any terms not otherwise defined in these Terms will have the meaning defined in the DPA.

8.2. DOJO AI as processor: Whenever DOJO AI acts as a data processor on behalf of the Customer as data controller, the DPA applies.

8.3. DOJO AI as controller: Whenever DOJO AI acts as a data controller in the context of this Agreement, DOJO AI’s Privacy Policy (available here) applies.

8.4. Security Measures: Each Receiving Party will implement appropriate technical and organizational measures to protect Confidential Information from unauthorized access, alteration, or destruction.

9. TERM, SUSPENSION AND TERMINATION

9.1. Term: This Agreement is effective on the earlier of (i) the moment that the Customer first electronically accepts a given version of this Agreement, (ii) the first payment date, and (iii) the date that the Customer first accesses the Service, and will remain in effect until it is terminated as foreseen in this Agreement or in applicable law.

9.2. Suspension: Without limitation of its other rights under this Agreement and applicable law, DOJO AI may, as applicable, throttle, queue, or suspend Customer’s use of the Service if the Customer fails to pay any fees or taxes as foreseen in section 4, or if DOJO AI:

a) Deems it necessary to protect the security, integrity or availability of the Service, to comply with applicable law, or to prevent or mitigate an attack on the Service. 

b) Otherwise determines that the Customer or a relevant User has used or is using the Service in breach of this Agreement.

9.3. Termination for breach: Either Party may terminate the Agreement at any time upon notice if the other Party is in material breach and the breach, if curable, is not cured within 30 days of prior notice.

9.4. Termination for convenience: Either Party may terminate this Agreement by providing 30 days’ written notice.

9.5. Effect of termination: Upon termination, the Customer’s access to the Service will be terminated. Without prejudice to the provisions of the DPA, (and, in the case of DOJO AI as a Receiving Party, after a recovery period of up to 30 days from termination), each Receiving Party will delete or anonymize all Confidential Data as soon as reasonably practicable and within a maximum period of 90 days, unless it needs to be retained for longer if required by law or if the Receiving party as a legitimate interest to retain this data, and except for copies in the Receiving Party’s automated back-up systems, which may be retained for a longer period until being overwritten.

9.6. Exceptions: The termination of this Agreement will not affect any rights accrued to the benefit of a Party before termination. To the extent applicable, sections 6.3, 6.4, 6.5, 6.6, 6.7, 7, 8, 10, 11, 12, 13.2, 13.4, 13.5, 13.7, 13.8, 13.9 and the DPA will survive any expiration or termination of this Agreement. 

10. LIABILITY

10.1. Disclaimers: Except for the warranties in section 3, the Service is provided on an as-is basis and DOJO AI disclaims all warranties explicit or implicit, statutory or otherwise, including all warranties of merchantability, fitness for a particular purpose, quality, accuracy, or non-infringement. DOJO AI does not represent or warrant that the use of the Service will be uninterrupted or without errors. DOJO AI reserves the right, in its sole discretion, to make any modifications as foreseen in section 2.3 and to correct any errors or defects in the Service, notwithstanding that such measures may temporarily affect the Customer’s access to or use of the Service. Due to the inherent limitations of Gen AI technology and the Service’s use of information from the internet, the Service may generate Output containing incorrect, biased or otherwise problematic information. The Customer is responsible for ensuring the accuracy, quality, legality (including regarding any intellectual property rights), and the ethical use of any Content used in any Input and the respective Output, and should not rely on the Service or any Output for advice of any kind.

10.2. Limitation of Liability: Except in case of willful misconduct, to the maximum extent permitted under applicable law DOJO AI will not be liable for special, incidental, consequential or other indirect damages in the context of this Agreement, including any lost profits or business. DOJO AI’s total aggregate liability under this Agreement will not exceed the total amount paid by the Customer in the 12 months preceding the claim.

11. INDEMNIFICATION

11.1. Indemnity by DOJO AI: DOJO AI agrees to defend and indemnify the Customer against claims that the Service infringes upon third-party intellectual property rights.

11.2. Indemnity by the Customer: The Customer agrees to indemnify and hold harmless DOJO AI from any claims arising out of the Customer’s use of the Service, including violations of third-party rights.

11.3. Procedure: A Party seeking indemnification under this Section 11 will:

a)Provide the indemnifying Party a prompt written notice upon becoming aware of the relevant claim.

b) Reasonably cooperate in the defense or investigation of the claim. 

and 

c) Allow the indemnifying Party sole control of defense and settlement of the claim, provided that such Party pays any settlement fees and only settles a claim if authorized in writing by the indemnified Party, which will not be unreasonably withheld.

11.4. Extension: For the purposes of this section 11, a claim against the indemnified Party will be understood to include a claim against the indemnified Party, its Affiliates, and its Affiliates’ officers, directors, and employees.

12. APPLICABLE LAW AND JURISDICTION

12.1. Governing Law: This Agreement is governed by the laws of Portugal.

12.2. Dispute Resolution: The parties will try in good faith to resolve any disputes or claims in the context of this Agreement amicably by themselves. If such disputes or claims cannot be resolved in this way, they will be instituted exclusively in the courts of Lisboa, Portugal.

13. MISCELLANEOUS

13.1. Entire Agreement: This Agreement, along with the Subscription Plan, supersedes all other understandings or agreements between the parties regarding the Service and constitutes the entire understanding between the parties.

13.2. Independence: This Agreement does not create any partnership, joint venture, or agency relationship between the Parties or their respective Affiliates.

13.3. Amendments: DOJO AI may update this Agreement from time to time. DOJO AI will use reasonable efforts to notify Customer in advance of any change that materially and adversely affects the Customer’s rights or obligations. The updated Agreement will be posted at DOJO AI’s website. Changes will not apply retroactively. The Customer may be required to agree to the new terms before renewing its subscription or accessing the Service. In any case, updates will become effective upon notice to the Customer (or when the Customer otherwise becomes aware of the update), and continued use of the Service and/or payment of the Subscription Plan constitutes acceptance of the updated terms.

13.4. Notices: All relevant notices under this Agreement must be in writing. Except when otherwise required or described in this Agreement, the Customer will send such notices to admin@getdojo.ai and DOJO AI to the email address provided by the Customer. A notice will be considered to have been given upon (i) personal delivery; (ii) the delivery date, in the case of tracked mail sent through a recognized delivery service; or (iii) the day of sending by email.

13.5. Severability: If a competent court deems any term of this Agreement unenforceable, such term will be modified to reflect the Parties' intention and only as necessary to make the term enforceable. Such fact will neither affect (i) any other term or provision of this Agreement nor (ii) the validity and enforceability of such term or provision in any other jurisdiction.

13.6. Assignment: Without the prior written consent of DOJO AI, the Customer cannot assign any of its rights or obligations under this Agreement. DOJO AI may assign this Agreement upon written notice to the Customer.

13.7. Waiver: No failure or delay by any Party in exercising a right under the Agreement will be considered a waiver of that right. A waiver will only be effective once the waiving Party explicitly notifies the other Party in writing accordingly.

13.8. Interpretation: Titles are provided for convenience and will not be interpreted. The phrases “as well as”, “for example” or “including” are not limiting. Unless the context requires otherwise, words in the singular include the plural and vice versa.

13.9. Force Majeure: No Party will be liable for failures or delays in the performance of obligations under the Agreement to the extent that they are caused by circumstances beyond that Party’s reasonable control