Subscription Agreement

This Privacy Policy was last updated on May 30, 2025.

Sedric’s Platform Subscription – Terms and Conditions

1. RESTRICTIONS AND RESPONSIBILITIES

  1. Customer will be solely responsible for maintaining the security and confidentiality of Customer account, passwords (including but not limited to administrative and user license passwords) and files, and for all activities that occur under its account with or without Customer’s knowledge or consent.
  2. Customer agrees to use the Platform and Services solely for their intended business purpose and in full compliance with all applicable federal, state, and local laws, regulations, and industry standards, including, without limitation, data protection and privacy laws. Customer shall not use the Platform or Services for any unlawful, unauthorized, fraudulent, or malicious activities, including but not limited to activities that infringe upon intellectual property rights, violate applicable data privacy laws, or compromise the integrity, security, or performance of the Platform, Services, or any third-party systems. Customer further agrees not to misuse, repurpose, or attempt to reverse-engineer the Services or Platform, or to use them in any manner inconsistent with the use cases reasonably documented or communicated by Sedric. Sedric may suspend or terminate Customer’s
  3. Customer will not modify, create derivative works based on, reverse engineer or remove any proprietary notices or labels from the Platform or any software, documentation or data related to the Platform (collectively, “Underlying IP”).

3. MARKETING REFERENCE

Customer agrees that Sedric may identify the Customer as a user of the Platform and/or Services and use the Customer’s trademark and/or logo only with the Customer’s prior written approval. Such use may include but is not limited to: (i) sales presentations, promotional/marketing materials, and press releases, and (ii) the development of a brief customer profile for use by Sedric on Sedric’s website for promotional purposes.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

  1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose business or technical information relating to the Disclosing Party’s business and technology (hereinafter referred to as “Confidential Information” of the Disclosing Party). “Confidential Information” includes but is not limited to: information belonging to or provided by the Disclosing Party, including, without limitation: account data, private consumer financial and/or debt information, personally identifiable information, client, customer, vendor and supplier information; trade secrets; statistical metrics; inventions, innovations and proprietary technology, programs applications, software, formulas, code or algorithms; reports, surveys, analyses, drawings, recordings, and specifications; products or services employed or under development; business or product/service plans, methods, processes, strategies, scripts, policies and procedures, and techniques; financial strategies, reports, and conditions; operations, methodology, results and performance; acquisition strategies or acquisitions under consideration; pricing, payment or cost information; marketing strategies; financials; or any other information which could be reasonably regarded as competitively or commercially valuable, confidential or proprietary. “Confidential Information” also includes “Customer Data” as defined below. “Confidential Information” does not include information that: (1) the Receiving Party demonstrates it already possessed before its first receipt from the Disclosing Party, so long as such information was not acquired through any breach of confidentiality obligations to the Disclosing Party, (2) is in the public domain without the Receiving Party’s fault, (3) has become generally known to the public other than as a result of the act or omission of the Receiving Party, (4) the Receiving Party lawfully receives from a third party not subject to an obligation of non-disclosure, (5) the Receiving Party develops independently without the use of the Disclosing Party’s Confidential Information, or (6) is required to be disclosed by law or by a governmental authority, provided that, prior to disclosing such information pursuant to this clause, Receiving Party will, if possible and lawful, give prior notice thereof to Disclosing Party and provide Disclosing Party with the opportunity to contest such disclosure (such disclosure by law or to a governmental authority will not derogate from the general confidential nature of such information).The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services as permitted under this Agreement) or divulge to any third person any such Confidential Information. Each of Sedric and Customer shall establish and maintain data security policies and procedures and implement reasonable measures consistent with industry standards to prevent the disclosure of Confidential Information to any unauthorized third party and, in no event, shall a Party use a lesser degree of care with respect to the other Party’s Confidential Information than the Party uses with similar Confidential Information of its own. A Party must promptly notify the other Party of any suspected data breach incident involving the other Party’s Confidential Information. “Customer Data” means all data or information provided by Customer to Sedric, or accessed or received by Sedric from Customer as part of Sedric providing the Services of performing its obligations pursuant to the agreement. Customer will own all right, title and interest in and to any non-public Customer Data provided by Customer to Sedric to enable the provision of the Services. Sedric will own and retain all rights, title and interest (including all intellectual property rights) in and to a) the Underlying IP, all revisions, amendments, improvements, enhancements or modifications thereto, and all intellectual property rights related to any of the foregoing. 

5. PRIVACY

  1. Customer hereby grants Sedric a nonexclusive, worldwide, royalty-free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Customer Data solely for the limited purpose to: (a) maintain, provide, and improve the Services under this Agreement; (b) prevent or address technical or security issues and resolve support requests; and (c) as otherwise required by applicable law. No rights to the Customer Data are granted to Sedric hereunder other than as expressly set forth in this Agreement.  
  2. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data. Customer will ensure that it has all necessary authority and appropriate consents and notices in place to enable lawful transfer of Customer Data to Sedric so that Sedric and its service providers may lawfully use, process and transfer the Customer Data in accordance with this Agreement on Customer's behalf. Sedric will maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data.
  3. To the extent that Customer Data processed by Sedric on Customer’s behalf, includes personal data relating to individuals who are in the European Union, then Sedric will execute supplemental privacy and security terms, including but not limited to those required under Article 28 of Regulation (EU) 2016/679 (“GDPR”), with Customer. 
  4. Sedric will have the right to collect and analyze data and other information (including, without limitation, information concerning Customer Data) uploaded to the Platform, for as long as it is in an aggregate, anonymized or other de-identified form and does not constitute personal data under any applicable law, in order to develop, improve, train, enhance and promote the Services and the Underlying IP  

   

6. WARRANTY AND DISCLAIMER

Sedric will use commercially reasonable efforts in performing the Services and will maintain the Services consistent with prevailing industry standards to minimize errors and interruptions. Services or the Platform may be temporarily unavailable or limited for scheduled maintenance, unscheduled emergency maintenance, or other causes beyond Sedric’s reasonable control. Sedric will provide advance notice in writing or by e-mail of any scheduled service disruptions whenever feasible. Sedric will make commercially reasonable efforts to ensure the Services and the Platform operate without interruptions or errors and meet the performance standards outlined in the Service Level Agreement (SLA).

While Sedric strives to ensure uninterrupted and error-free operation of the Services and the Platform in accordance with the SLA, it does not guarantee that such uninterrupted or error-free operation will occur at all times. Except as explicitly outlined in the SLA, Sedric disclaims any additional warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranty arising from the course of dealing or usage of trade.


NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR (I) PERSONAL INJURY OR DEATH; (II) FRAUDULENT MISREPRESENTATION; (III) ANY CLAIM THAT EITHER PARTY INFRINGES OR MISAPPROPRIATES THE INTELLECTUAL PROPERTY RIGHTS OF THE OTHER PARTY OR A THIRD PARTY; AND (IV) ANY OTHER LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, NEITHER OR THE PARTIES AND THEIR RESPECTIVE SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL BE RESPONSIBLE OR LIABLE TO THE OTHER PARTY UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORYFOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOSS OF BUSINESS, REPUTATION, INCOME OR PROFIT). 

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY’S LIABILITY UNDER THE AGREEMENT EXCEED, IN THE AGGREGATE, THE FEES PAID BY CUSTOMER TO SEDRIC FOR THE SERVICES UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. 

7. Service Level Agreement (SLA)

This Sedric Service Level Agreement (this “SLA”) governs the use of the Included Services (listed below) and applies separately to each account using the Included Services. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.

Included Services

  • See Sales Order.

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General Service Commitment

Sedric will use commercially reasonable efforts to make the Included Services each available for a Monthly Uptime Percentage of at least 99.9% during any monthly billing cycle (the “Service Commitment”). If any of the Included Services do not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

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Service Credits

Service Credits are calculated as a percentage of the total charges paid by you for the individual Included Service for the monthly billing cycle in which the Unavailability occurred, in accordance with the schedule below:

Monthly Uptime Percentage

Service Credit Percentage

Less than 99.9% but ≥ 99.0%

5%

Less than 99.0% but ≥ 95.0%

10%

Less than 95.0% but ≥ 80.0%

30%

Less than 80.0%

100%

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We will apply Service Credits only against future payments for the applicable Included Service. At our discretion, we may issue the Service Credit to the payment method used for the billing cycle in which the Unavailability occurred. Service Credits do not entitle you to refunds or other payments and will only be issued if the credit amount exceeds one dollar ($1 USD). Service Credits are non-transferable and may not be applied to any other account.

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Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by opening a case with Sedric Support (support@sedric.ai). The credit request must:

  1. Have the subject line "SLA Credit Request."
  2. Include the dates, times, and affected functionality of each unavailability incident being claimed.
  3. Contain request logs documenting the errors and corroborating the outage (with any confidential or sensitive information redacted).

The credit request must be received by the end of the second billing cycle following the incident. If confirmed by us, Sedric will issue the Service Credit within one billing cycle after confirming your request. Failure to provide the required information will disqualify your claim. Unless otherwise provided in the Agreement, this SLA sets forth your sole remedies and Sedric’s sole obligations for unavailability, non-performance, or other service failures.

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Sedric SLA Exclusions

The Service Commitment does not apply to unavailability, suspension, or termination of an Included Service, or performance issues caused by:
(i) Factors beyond our reasonable control, such as force majeure or Internet access issues beyond Sedric's demarcation point;
(ii) Your equipment, software, or other technology and/or third-party equipment, software, or technology (not under Sedric’s control); or
(iii) Sedric’s suspension or termination of your right to use the Included Service in accordance with the Agreement.

If availability is impacted by factors not included in the Monthly Uptime Percentage calculation, Sedric may, at its discretion, issue a Service Credit considering such factors

8. Indemnity

Sedric shall hold Customer harmless from liability to third parties resulting from (1) infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Sedric is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Sedric will not be responsible for any settlement it does not approve in writing, or (2) a data breach suffered by the Company which involves Customer data. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Sedric, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Sedric to be infringing, Sedric may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

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