Terms of Service

1. Access to and Use of Services

1.1 Accessing the Services

These Terms of Service (the “Terms”) regulate the access and use of the application programming interfaces, software, tools, data, documentation, and website offered by Soofte, Inc. through its AI platform humalike.com (the “Services”).

Our Services are aimed solely at B2B commercial use. If you are a consumer or intend to use the platform for non-commercial purposes, please do not attempt to register or submit any personal information.

As used in these Terms:

• “Customer”, “User”, “You” and “Your” refers to you, the person using the Services and accepting these Terms, or — if accepting on behalf of an entity — also to that entity.
• “Humalike”, “We”, and “Us” means Soofte, Inc. and its affiliates and/or subsidiaries.
• “Platform” refers to the HUMA platform that uses artificial intelligence technology to enable humanlike social agents, as well as any other services made available from time to time.
• “Customer Data” means all information, data, and content submitted, posted, or transmitted by or on behalf of Customer through the Services, including text, configurations, integrations, and any output generated by the Services based on Customer inputs.

1.2 Acceptance of Terms

Access to the Services requires acceptance of these Terms. Please read them carefully before using the Services. If You do not accept these Terms, please refrain from using the Services.

Humalike may adapt or modify these Terms at any time without prior notification. Continued use of the Services constitutes acceptance of any updated Terms.

1.3 Capacity

By accessing or using the Services, You:

• Acknowledge that You have read and understood these Terms.
• Declare that You are 18 years of age or older (or the age of legal majority in Your jurisdiction).
• Represent and warrant that You have the right, power, and authority to enter into these Terms and, if doing so for an organisation, that You have the legal authority to bind that organisation.
• Commit to using the Services in compliance with all applicable laws and regulations.

1.4 Third Parties

The Services may rely on or interoperate with third-party products and services, including cloud storage, communication technologies, large language model providers, and internet operators (“Third-Party Services”). While these are beyond our control, their operation may impact the use and reliability of our Services.

Humalike may provide links to or information about third-party products, services, or content. Any dealings with third parties are solely between You and that third party. Your access to Third-Party Services may be subject to their own terms and privacy policies, for which You bear sole responsibility.

2. Price and Payment

Where the Services are subject to payment, You undertake to pay the applicable fees in full compliance with the payment conditions established at the time of purchase.

Humalike has no obligation to provide the Services if payment is not received in full or if You fail to comply with these Terms.

In the event of non-payment or material breach, Humalike reserves the right to suspend the Services or terminate the relationship with the User.

3. Humalike's Responsibilities

3.1 Platform Operation

Humalike endeavours to keep the Platform operational and its content accurate and up to date. However, Humalike does not guarantee uninterrupted availability, the absence of errors, or that content will always be current. Humalike is not responsible for any damage to Users' software or hardware resulting from use of the Platform.

3.2 Amendments

Humalike reserves the right to amend, remove, or update any information, configuration, or presentation on the Platform at any time without prior notice.

4. User Responsibilities

• Use of the Service: You are solely responsible for how You use the Services and for any damages Humalike may suffer as a result of Your failure to comply with these Terms, the Privacy Policy, or applicable law.
• Acceptable Use: The Services may not be used for unlawful, fraudulent, offensive, or obscene activity. You will comply with all applicable laws, rules, and regulations.
• Customer Data: You grant Humalike a non-exclusive, royalty-free, worldwide licence to use and display Customer Data as necessary to provide the Services. You are responsible for ensuring that Customer Data does not violate any applicable law or these Terms. Humalike reserves the right to review content to mitigate abuse of the technology or violations of its ethics policies.

5. Privacy Policy

In the course of using the Services, You may provide Humalike with personal information. Our collection and use of such information is governed by the Humalike Privacy Policy, which is incorporated into these Terms by reference. You are solely responsible for the accuracy and completeness of any personal information You provide, and You agree to keep it up to date.

6. Confidentiality

Humalike treats Customer Data as confidential and will only use it to provide the Services. It will not be disclosed to anyone other than Humalike personnel, service providers, or affiliates who need access and are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that: (a) was already known to Humalike prior to receipt; (b) becomes known from a source with no confidentiality obligation to You; or (c) becomes publicly known other than through a breach by Humalike.

You grant Humalike the right to identify You or Your organisation as a customer on the Humalike website and in marketing materials, and to include Your use case in case studies.

7. Intellectual Property

All works, trademarks, software, and other content made available through the Platform or Services are either owned by Humalike or licenced to us by their respective owners.

Unless expressly granted, You have no ownership rights over such content beyond the right to use the Services under these Terms. You may not distribute, reproduce, copy, communicate, transform, adapt, translate, or otherwise exploit such works without authorisation.

8. Licence of Use

Humalike grants You a limited, non-exclusive, non-transferable licence to access and use the Services through the Platform in accordance with these Terms. Humalike reserves all rights not expressly granted.

You may not rent, lease, sell, redistribute, or sublicence the Services. You may not copy, disassemble, reverse engineer, decompile, or attempt to derive the source code of the Platform, or create derivative works therefrom, except where required by applicable law.

The licence remains in force until terminated by You or by Humalike. Failure to comply with these Terms will result in automatic revocation of the licence without prior notice.

9. Aggregated Data

Humalike may process non-identifying usage data — such as volume of usage and performance metrics — to maintain and improve the Services (“Aggregated Data”). Aggregated Data excludes actual content You submit and does not identify You or any individual.

10. Feedback

Any suggestions, recommendations, or ideas You send to Humalike regarding the Services (“Feedback”) are treated as non-confidential. You assign to Humalike all rights in such Feedback, and Humalike is free to use it for any purpose without attribution or compensation to You.

11. Limited Warranty and Disclaimer

Humalike warrants that it provides the Services using a commercially reasonable level of care and skill. Humalike does not make any representations or guarantees regarding uptime or availability.

Except as stated above, the Services are provided “as is”. Humalike specifically disclaims all warranties, whether express, implied, statutory, or otherwise, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Humalike makes no warranty that the Services will meet your requirements, operate without interruption, achieve any intended result, or be error-free.

12. Limitation of Liability

In no event will Humalike be liable for any consequential, incidental, indirect, exemplary, special, or punitive damages, including loss of data, revenue, or business, regardless of whether Humalike was advised of the possibility of such damages. Humalike's aggregate liability arising out of or related to these Terms will not exceed the total amounts paid to Humalike in the twelve (12) months preceding the event giving rise to the claim. This limitation applies to the maximum extent permitted by applicable law.

13. Indemnification

You shall indemnify, hold harmless, and defend Humalike and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any losses, damages, liabilities, claims, costs, or expenses (including reasonable attorneys' fees) arising from: (i) any claim that Your Customer Data infringes a third party's intellectual property rights; or (ii) Your negligence, wilful misconduct, or use of the Services in violation of applicable law or these Terms.

14. Relationship

No joint venture, partnership, employment, or agency relationship exists between You and Humalike as a result of Your use of the Services.

15. Severability

If any provision of these Terms is deemed invalid or unenforceable, such invalidity affects only that provision. The remaining Terms continue in full force and effect.

16. Compliance with Laws and Export Regulations

You agree to comply with all applicable laws regarding the use of the Services. You agree not to export or re-export the Services or any related materials to any country where such export is restricted or requires a licence, without first obtaining the necessary permissions. The Services may not be used by parties in countries under a U.S. embargo or by individuals or entities on U.S. Government restricted-party lists.

17. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the internal laws of the State of Delaware, without regard to any conflict of law provisions.

Any legal suit, action, or proceeding arising out of or related to these Terms will be instituted exclusively in the State courts located in Delaware. Each party irrevocably submits to the exclusive jurisdiction of such courts.

18. Miscellaneous

You consent to receiving electronic communications from Humalike, including notices about fees, transactions, and service updates. Such electronic communications satisfy any legal requirement that communications be in writing.

Any failure by Humalike to act on a breach of these Terms does not constitute a waiver of its rights with respect to that or any subsequent breach. These Terms are personal to You and may not be assigned without Humalike's prior written consent. Humalike expressly reserves the right to assign its rights and obligations hereunder.

Notices regarding intellectual property concerns or legal matters should be directed to mtk@soofte.com.