Hulii Master Terms of Use and Services Agreement
Enterprise AI Platform • Proprietary Contributory Data Engine • Hulii Connect
Effective Date: May 5, 2026
These Master Terms of Use and Services ("Terms") govern access to and use of the Hulii platform, including Hulii's large language model platform, proprietary contributory data engine, Hulii Connect, APIs, software, websites, applications, analytics, communication services, and related technologies (collectively, the "Services"). By accessing or using the Services, Customer agrees to these Terms.
1. Definitions
These Terms apply to all Services, Customer Data, Inputs, Outputs, Models, Usage Data, Aggregated Data, Authorized Users, Documentation, Third-Party Services, and Government Data accessed or provided through the Services.
2. Grant of Rights
Hulii grants Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services during the applicable subscription period solely for Customer's internal business purposes.
3. Subscription and Billing
Services may be provided on a subscription, consumption, enterprise, or usage-based basis. Subscription periods may automatically renew unless cancelled in accordance with applicable service terms.
4. Fees and Usage Charges
Fees may include subscription charges, implementation fees, AI processing charges, token consumption, API usage, OCR processing, data enrichment, storage, messaging, telephony, voice minutes, outbound campaigns, inbound minutes, premium data sources, and other usage-based charges. Hulii's system logs, metering records, and platform measurements are deemed accurate and controlling absent manifest error.
5. Taxes and Payment Terms
Customer is responsible for applicable taxes, governmental assessments, telecom charges, and similar fees, excluding taxes imposed on Hulii's income. Invoices are due within thirty (30) days unless otherwise agreed. Hulii may assess late fees, suspend Services for nonpayment, and recover collection costs and reasonable attorneys' fees.
6. Customer Data Ownership; Enhanced Data Rights
Customer Data Ownership. Customer retains all right, title, and interest in and to Customer Data, including uploaded files, records, prompts, inputs, datasets, and other information provided by or on behalf of Customer to the Services ("Customer Data").
Limited License. Customer grants Hulii a worldwide, non-exclusive, royalty-free license to host, store, process, copy, transmit, display, analyze, transform, and otherwise use Customer Data solely as necessary to provide, secure, maintain, support, administer, improve, and operate the Services and fulfill Hulii's obligations under these Terms.
Enhanced Data and Derived Information. Notwithstanding Customer's ownership of Customer Data, Hulii shall own exclusively and retain all right, title, and interest in and to any data, information, analytics, insights, metadata, enrichments, classifications, scoring, indexes, relationships, mappings, correlations, predictions, benchmarks, synthetic data, embeddings, vectors, annotations, transformations, derivative datasets, aggregated information, de-identified information, machine-generated information, operational telemetry, usage statistics, and other enhancements, derivative works, or value-added information generated, created, inferred, calculated, or derived by or through the Services (collectively, "Enhanced Data").
For clarity, Enhanced Data includes information generated through the application of Hulii's proprietary methodologies, data enrichment processes, scoring techniques, relationship mapping, analytical models, artificial intelligence systems, and machine learning technologies, regardless of whether such Enhanced Data incorporates, references, or was derived from Customer Data, provided that Hulii does not disclose Customer Confidential Information or identify Customer except as expressly permitted under these Terms.
Reservation of Rights. Except for Customer's ownership of Customer Data and the limited rights expressly granted herein, no ownership rights in the Services, Enhanced Data, proprietary contributory data engine, models, algorithms, methodologies, analytics, or other Hulii technologies are transferred to Customer.
Service Improvement Rights. Hulii may use Enhanced Data, aggregated information, de-identified information, synthetic datasets, operational telemetry, usage metrics, and other Service Improvement Data to operate, secure, maintain, validate, benchmark, train, develop, improve, and enhance its Services, provided such activities do not intentionally disclose Customer Confidential Information or identify Customer to third parties.
7. Feedback
Customer grants Hulii a perpetual, irrevocable, worldwide, royalty-free right to use feedback, suggestions, recommendations, and ideas relating to the Services.
8. Description of Services
Hulii is an artificial intelligence technology provider and does not provide legal, financial, tax, insurance, medical, accounting, compliance, or other professional advice.
9. AI Outputs and Human Review
Artificial intelligence systems are probabilistic and may generate inaccurate, incomplete, biased, offensive, outdated, or fabricated outputs. Customer is solely responsible for independently reviewing and verifying outputs and implementing meaningful human oversight.
10. High-Risk Uses
Customer shall not rely upon AI outputs as the sole basis for employment, insurance, lending, healthcare, educational, housing, criminal justice, governmental benefit, or other high-impact decisions.
11. Responsible AI Use
Customer shall not use the Services for unlawful discrimination, harassment, impersonation, deceptive deepfakes, misinformation campaigns, malware generation, unlawful surveillance, fraud, or activities creating unreasonable risks of harm.
12. Proprietary Technology and Model Protections
The Services, including models, software, APIs, algorithms, workflows, prompts, datasets, analytics, source code, documentation, interfaces, and the proprietary contributory data engine, are exclusively owned by Hulii and its licensors.
13. AI Training Restrictions
Customer may not scrape, benchmark, reverse engineer, decompile, extract, fine-tune, train, evaluate, improve, or create competing models, datasets, embeddings, systems, products, or services using the Services, Outputs, prompts, metadata, or technologies made available by Hulii.
14. Proprietary Contributory Data Engine
All methodologies, scoring techniques, data relationships, aggregation techniques, enrichment processes, analytics, algorithms, derived insights, and related technologies comprising the proprietary contributory data engine remain exclusively owned by Hulii. No ownership rights are transferred and no replication or extraction rights are granted.
15. Security and Privacy
Hulii employs commercially reasonable administrative, technical, and physical safeguards; however, no service can guarantee absolute security. Customer remains responsible for user credentials, permissions, endpoint security, and lawful use of the Services.
16. Third-Party Services and Beta Features
Services may incorporate third-party cloud providers, telephony providers, messaging providers, data vendors, APIs, and models. Hulii is not responsible for third-party services. Beta and preview features are provided 'AS IS' and may be modified or discontinued at any time.
17. Hulii Connect Terms
Customer is solely responsible for communications initiated through Hulii Connect and compliance with the TCPA, TSR, FCC regulations, CAN-SPAM, privacy laws, call recording laws, state telemarketing laws, consent requirements, and other applicable laws and regulations.
18. AI Voice and Outreach Services
Customer is solely responsible for scripts, disclosures, synthetic voices, cloned voices, messaging content, consents, recipient selection, and legal compliance relating to communications conducted through Hulii Connect.
19. Regulated Industries and Government Use
Unless otherwise agreed in writing, Hulii is not a Business Associate under HIPAA, is not a consumer reporting agency under FCRA, and does not assume Customer's obligations under GLBA or other industry regulations. Government users remain responsible for compliance with CUI requirements, procurement rules, and agency security directives.
20. Suspension and Termination
Hulii may suspend or terminate access immediately if use of the Services presents legal, security, operational, reputational, payment, abuse, fraud, or compliance risks.
21. Disclaimers
The services are provided 'as is' and 'as available.' Hulii disclaims all warranties, including merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, security, and error-free operation.
22. Limitation of Liability
To the maximum extent permitted by law, Hulii shall not be liable for indirect, incidental, special, consequential, exemplary, punitive, lost profits, loss of goodwill, loss of business, loss of data, or business interruption damages. Hulii's aggregate liability shall not exceed the fees paid by customer during the twelve (12) months preceding the event giving rise to the claim.
23. Indemnification
Customer shall defend, indemnify, and hold harmless Hulii, City Twig, Inc., their affiliates, officers, directors, employees, and agents from claims arising from Customer Data, communications, unlawful conduct, regulatory violations, infringement claims, misuse of AI, or breach of these Terms.
24. Export Controls and Force Majeure
Customer shall comply with applicable export control and sanctions laws, including OFAC, EAR, and ITAR restrictions. Hulii shall not be liable for delays or failures caused by internet failures, cloud outages, cyberattacks, carrier failures, natural disasters, governmental actions, or events beyond its reasonable control.
25. Dispute Resolution
These Terms are governed by Arizona law. Any dispute shall be resolved through confidential and binding arbitration administered by JAMS in Maricopa County, Arizona. Arbitration shall proceed solely on an individual basis, and class, collective, and representative proceedings are waived. Hulii may seek injunctive relief for intellectual property, confidentiality, security, or misuse of AI technologies.
26. Miscellaneous
Hulii may assign these Terms in connection with mergers, acquisitions, reorganizations, or sales of assets. These Terms constitute the entire agreement regarding the Services and supersede prior understandings. Electronic signatures and acceptance are valid and enforceable. Provisions regarding payment, confidentiality, intellectual property, AI restrictions, indemnification, limitations of liability, and dispute resolution survive termination.