Terms of Service

These Terms of Service (this “Agreement”) govern access to and use of the services accessible at Woodrow.ai (the “Services”) made available by Subscript, Inc. (“Company,” “we,” “us,” or “our”). This Agreement is between Company and the individual or entity that accepts it (“Customer,” “you,” or “your”).

PLEASE READ THIS AGREEMENT CAREFULLY. BY (A) CLICKING “I AGREE” OR A SIMILAR BUTTON, (B) CREATING AN ACCOUNT, (C) COMPLETING AN ORDER ON THE ORDER PAGE, OR (D) OTHERWISE ACCESSING OR USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER ENTITY (FOR EXAMPLE, YOUR EMPLOYER), YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, AND “CUSTOMER,” “YOU,” AND “YOUR” WILL REFER TO THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES.

1.Definitions

1.1.“Account” means the account Customer creates to access the Services.

1.2.“Authorized User” means an individual authorized by Customer to access and use the Services under Customer’s Account, which may include Customer itself (if Customer is an individual) or Customer’s employees or contractors (if Customer is a company).

1.3.“AI Output” means any content, analysis, recommendations, summaries, or other output generated by the Services through machine learning or artificial intelligence functionality.

1.4.“Customer Data” means any data, files, or content submitted by Customer or its Authorized Users to the Services.

1.5.“Documentation” means the technical and user documentation Company makes available in connection with the Services.

1.6.“Intellectual Property Rights” means all patent rights, copyrights, trade secrets, know-how, and other intellectual property rights recognized in any country or jurisdiction.

1.7.“Order Page” means the page(s) of Company’s website, or an in-app checkout flow, through which Customer selects and purchases a Subscription Plan.

1.8.“Services” means Company’s AI agent platform and related software-as-a-service offerings, including AI-powered automation, data processing, and financial analysis functionality, as further described in the Documentation and made available under a Subscription Plan.

1.9.“Subscription Plan” means the specific plan, tier, billing frequency, and associated Fees Customer selects on the Order Page.

2.Services

2.1.Provision of Services. ​Subject to this Agreement and payment of applicable Fees, Company will make the Services available to Customer during the Term.

2.2.Modifications. ​Company may update or modify the Services from time to time, provided that no such update or modification will materially degrade the core functionality of the Subscription Plan Customer purchased. Company will provide reasonable advance notice of material changes.

2.3.Support. ​Company will provide reasonable technical support during normal business hours via email at ​support@woodrow.ai ​to Customers on a paid Subscription Plan. Additional or higher levels of support for certain Subscription Plans, and the level of support (if any) available under a Free Plan, may be described on the Order Page or in the Documentation, and are subject to Section 4.7 (Free Trials and Free Plans).

3.Customer Obligations

3.1.Cooperation. ​Customer will provide reasonable cooperation and information as reasonably required for Company to deliver the Services.

3.2.Acceptable Use. ​Customer will not, and will ensure that its Authorized Users do not: (i) use the Services for any unlawful purpose; (ii) reverse engineer or attempt to extract the source code of the Services; (iii) resell, sublicense, or otherwise provide access to the Services to third parties outside Customer’s own organization; (iv) use the Services in a manner that infringes any third party’s intellectual property rights; or (v) interfere with or disrupt the integrity or performance of the Services.

3.3.Account Security. ​Customer is responsible for maintaining the confidentiality of its Account credentials and for all activity under its Account. Customer will promptly notify Company of any unauthorized access or suspected security breach.

3.4.AI Output Review. ​Customer is responsible for reviewing AI Output and exercising its own judgment before acting on it in connection with business decisions. Company does not warrant that AI Output will be free from error in every instance.

4.Fees and Payment

4.1.Fees. ​Customer will pay the fees shown on the Order Page for the selected Subscription Plan ("Fees"), except to the extent Customer is using a Free Trial or Free Plan under Section 4.7.

4.2.Billing. ​Fees are billed in advance on a recurring basis according to the billing frequency selected at checkout (e.g., monthly or annually). By providing a payment method, Customer authorizes Company (or its payment processor) to charge that payment method for all Fees, including recurring renewal charges, until this Agreement is terminated.

4.3.Automatic Renewal. ​EACH SUBSCRIPTION PLAN AUTOMATICALLY RENEWS FOR SUCCESSIVE PERIODS OF THE SAME DURATION AS THE INITIAL PERIOD, AT THE THEN-CURRENT FEES, UNLESS CUSTOMER CANCELS BEFORE THE END OF THE THEN-CURRENT BILLING PERIOD. Customer may cancel auto-renewal at any time through its Account settings or by contacting ​support@woodrow.ai. Cancellation takes effect at the end of the then-current billing period; Company does not provide refunds or credits for partial periods except as required by law or expressly stated in this Agreement.

4.4.Taxes. ​Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, or similar taxes imposed on the Services, excluding taxes on Company’s net income.

4.5.Failed or Late Payments. ​If a payment fails, Company may suspend Customer’s access to the Services until payment is received. Amounts not paid when due will accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

4.6.Fee Changes. ​Company may change Fees for future billing periods by posting updated pricing on the Order Page or by notifying Customer at least thirty (30) days before the change takes effect. Continued use of the Services after a Fee change takes effect constitutes acceptance of the new Fees.

4.7.Free Trials and Free Plans. ​This Section 4.7 applies if Company makes the Services available to Customer on a free-trial or no-cost basis.

(a)Free Trials. Company may offer a free trial period for a Subscription Plan, as described on the Order Page ("Free Trial"). UNLESS CUSTOMER CANCELS BEFORE THE FREE TRIAL ENDS, COMPANY WILL AUTOMATICALLY BEGIN CHARGING CUSTOMER’S PAYMENT METHOD THE FEES FOR THE SUBSCRIPTION PLAN SELECTED WHEN THE FREE TRIAL ENDS, IN ACCORDANCE WITH SECTION 4.3 (AUTOMATIC RENEWAL). Company may limit Free Trial eligibility (for example, to one Free Trial per Customer), and may modify, end, or discontinue a Free Trial offer, or end an individual Customer’s Free Trial early, at any time and without liability, including where Company determines in good faith that the Free Trial is being abused.

(b)Free Plans. Company may make a version of the Services available on a free, limited-functionality basis, which may include usage limits, reduced data retention, and reduced or no support (a "Free Plan"), as described on the Order Page or in the Documentation. Customer may access higher usage limits, additional functionality, or higher levels of support only by upgrading to a paid Subscription Plan through the Order Page, at which point Sections 4.1 through 4.6 apply. Company may change, limit, or discontinue a Free Plan, in whole or in part, at any time without liability.

(c)Free Plan Disclaimer. Notwithstanding anything else in this Agreement, the warranty in Section 9.2 and Company’s indemnification obligations in Section 10.1 do not apply to Customer’s use of the Services under a Free Trial or Free Plan; the Services are provided to Customer during any such period strictly on an “as is” basis.

5.Intellectual Property

5.1.Company IP. ​Company retains all right, title, and interest in and to the Services, including all underlying software, algorithms, models, and Documentation. No rights are granted to Customer except as expressly set forth in this Agreement.

5.2.License to Services. ​Company grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Term, solely for Customer’s personal or internal use and in accordance with the applicable Subscription Plan.

5.3.Customer Data. ​Customer retains all right, title, and interest in and to Customer Data. Customer grants Company a limited, non-exclusive license to use Customer Data solely to provide and improve the Services for Customer’s benefit.

5.4.AI Output Ownership. ​As between the parties, AI Output generated from Customer’s use of the Services and Customer Data is owned by Customer, subject to Company’s underlying IP rights in the Services.

5.5.Feedback. ​If Customer provides Company with feedback or suggestions regarding the Services, Company may use such feedback without restriction or obligation to Customer.

6.Confidentiality

6.1.Definition. ​“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including: (i) the terms of this Agreement; (ii) Customer Data; and (iii) Company’s software, technology, pricing, and business plans.

6.2.Exclusions. ​Confidential Information excludes information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) was already known to the Receiving Party before disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is rightfully received from a third party without restriction.

6.3.Obligations. ​Each party will (i) hold the other party’s Confidential Information in confidence using at least reasonable care; (ii) not disclose it except to personnel or advisors with a need to know who are bound by confidentiality obligations at least as protective as those here; and (iii) use it only to perform its obligations or exercise its rights under this Agreement. These obligations survive for three (3) years after termination or expiration of this Agreement.

6.4.Permitted Disclosures. ​A party may disclose the other party’s Confidential Information: (i) if required by law, regulation, or court order, provided it gives prompt notice to the extent legally permitted; (ii) to its legal or financial advisors on a confidential basis; or (iii) in connection with a potential merger, acquisition, or financing on a confidential basis.

7.Data Privacy and Security

7.1.Data Processing. ​Each party will comply with applicable data protection laws in connection with its activities under this Agreement. To the extent applicable, the Data Processing Addendum available at ​woodrow.ai/dpa ​(“DPA”) is incorporated into this Agreement by reference.

7.2.Security. ​Company will implement and maintain commercially reasonable technical and organizational security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Company’s current security practices are described at ​trust.woodrow.ai.

7.3.Security Incident Notification. ​Company will notify Customer without undue delay, and in any event within seventy-two (72) hours, upon becoming aware of a confirmed security breach affecting Customer Data, and will reasonably cooperate with Customer in investigating and remediating it.

7.4.No Training on Customer Data. ​Company will not use Customer Data to train, fine-tune, or improve any AI or machine learning model for the benefit of anyone other than Customer without Customer’s prior written consent.

7.5.Subprocessors. ​Company may use third-party subprocessors to provide the Services. Company will maintain a list of material subprocessors, available at ​https://trust.woodrow.ai/subprocessors, and will provide reasonable notice before adding new subprocessors that process Customer Data. Company will impose data protection obligations on subprocessors no less protective than those in this Agreement.

7.6.Privacy Policy. Section 7.1 through Section 7.5 govern Company's Processing of Customer Data on Customer's behalf. Separately, Company's Privacy Policy, available at ​woodrow.ai/privacy-policy, describes how Company collects and uses personal information about Customer and its Authorized Users directly, separate from Customer Data. Customer hereby consents to the Company’s Privacy Policy in its present form, and as it may be amended from time to time in the Company’s discretion.

8.AI-Specific Provisions

8.1.Nature of AI Output. ​The Services use artificial intelligence and machine learning to generate AI Output based on Customer Data and configured workflows. AI Output does not constitute professional financial, legal, accounting, or other regulated advice.

8.2.Third-Party AI Models. ​The Services may incorporate or interface with third-party AI models or APIs. Company’s use of such models is subject to the applicable third-party provider’s terms. Company will take commercially reasonable steps to ensure such providers maintain confidentiality of Customer Data consistent with this Agreement.

8.3.AI Security Incident Notification. ​Company will notify Customer promptly, and in any event within five (5) business days, upon becoming aware of any material issue affecting the performance, security, or accuracy of the AI systems used to deliver the Services that may reasonably and adversely affect Customer’s use of AI Output.

9.Warranties

9.1.Mutual Warranties. ​Each party represents and warrants that: (i) it has the legal power and authority to enter into this Agreement; (ii) this Agreement constitutes a legal, valid, and binding obligation; and (iii) its performance of this Agreement does not violate any applicable law or third-party agreement.

9.2.Company Warranty. ​Company warrants that the Services will perform materially in accordance with the Documentation during the Term.

9.3.Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.2, THE SERVICES ARE PROVIDED “AS IS.” COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

10.Indemnification

10.1.By Company. ​Company will defend Customer against any third-party claim: (a) to the extent it results from Company’s gross negligence or intentional misconduct, or (b) alleging that the Services, as provided by Company and used in accordance with this Agreement, infringe any U.S. patent, copyright, or trade secret, and will pay damages and reasonable attorneys’ fees finally awarded against Customer or agreed in settlement, provided Customer: (i) promptly notifies Company in writing of the claim; (ii) gives Company sole control of the defense and settlement; and (iii) provides reasonable cooperation at Company’s expense. Company has no obligation for claims arising from: (A) Customer’s modification of the Services; (B) combination of the Services with third-party products not provided by Company; or (C) use of the Services other than as permitted under this Agreement.

10.2.Remedies. ​Without limiting Section 10.1(b), if the Services become, or in Company’s opinion are likely to become, the subject of an infringement claim, Company may at its option: (a) procure the right for Customer to continue using the Services; (b) modify the Services to be non-infringing; or (c) terminate Customer’s Subscription Plan and refund prepaid Fees for the unused portion of the Term.

10.3.By Customer. ​Customer will defend Company against any third-party claim arising from: (a) Customer Data; (b) Customer’s use of the Services or AI Output in violation of applicable law or this Agreement; or (c) Customer’s gross negligence or intentional misconduct, and will pay damages and reasonable attorneys’ fees finally awarded against Company or agreed in settlement, subject to the same notice, cooperation, and control conditions in Section 10.1.

11.Limitation of Liability

11.1.Exclusion of Consequential Damages; Aggregate Liability. ​Except as set forth in Section 11.2:

(a)IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND

(b)EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.2.Exceptions. ​The limitations in Section 11.1 do not apply to: (i) either party’s gross negligence, fraud, or willful misconduct; (ii) either party’s indemnification obligations; (iii) Customer’s payment obligations; or (iv) breaches of confidentiality.

11.3.Acknowledgment. ​The parties acknowledge that the Fees reflect the allocation of risk in this Agreement, and that these limitations apply notwithstanding any failure of essential purpose of any limited remedy.

12.Term and Termination

12.1.Term. ​This Agreement commences when Customer accepts it (as described above) and continues until terminated as set forth in this Section 12 (the “Term”). Each Subscription Plan has the billing frequency selected at checkout and renews automatically as described in Section 4.3.

12.2.Termination for Cause. ​Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days of receiving notice. Company may also suspend or terminate Customer’s access immediately for violation of Section 3.2 (Acceptable Use) or non-payment of Fees.

12.3.Termination for Convenience. ​Customer may cancel its Subscription Plan at any time through its Account settings, effective at the end of the then-current billing period, as described in Section 4.3.

12.4.Effect of Termination. ​Upon termination or expiration: (i) all licenses granted under this Agreement immediately terminate; (ii) each party will return or destroy the other party’s Confidential Information upon request; and (iii) Company will make Customer Data available for export for thirty (30) days following termination, after which Company may delete Customer Data. Termination does not relieve Customer of the obligation to pay Fees that accrued before termination.

12.5.Survival. ​Sections 1, 3.4, 4, 5, 6, 7, 9.3, 10, 11, 12.4, 12.5, and 13 survive expiration or termination of this Agreement.

13.General

13.1.Governing Law. ​This Agreement is governed by the laws of the State of California, without regard to conflict of law provisions. Subject to Section 13.13, the parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

13.2.Amendment. ​Company may modify this Agreement from time to time by posting an updated version on its website or notifying Customer (for example, by email or in-app notice). Material changes will take effect no earlier than thirty (30) days after notice is given. Customer’s continued use of the Services after a change takes effect constitutes acceptance of the updated Agreement; if Customer does not agree to a change, Customer’s sole remedy is to cancel its Subscription Plan before the change takes effect.

13.3.Assignment. ​Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Customer may not assign this Agreement without Company’s prior written consent. Any other attempted assignment is void.

13.4.Notices. ​Company may provide notices to Customer by email to the address associated with Customer’s Account, by in-app notification, or by posting on Company’s website. Customer may provide notices to Company by email to ​support@woodrow.ai. Notices are deemed given when sent (email) or posted (website).

13.5.Publicity. ​If Customer is a company, Customer grants Company a revocable right and license to identify Customer as a customer and to use Customer’s name and logo for that purpose, revocable upon written notice to Company. This Section 13.5 does not apply if Customer is an individual using the Services in a personal capacity.

13.6.Force Majeure. ​Neither party is liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, acts of government, pandemics, cyberattacks, or failures of third-party infrastructure, provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

13.7.Relationship of Parties. ​The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

13.8.Severability. ​If any provision of this Agreement is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.

13.9.Entire Agreement. ​This Agreement, together with the Order Page, the Documentation, the DPA, and the Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings.

13.10.Waiver. ​No waiver of any provision of this Agreement is effective unless in writing (which may include Company’s posted policies). A waiver of any breach does not waive any subsequent breach.

13.11.Compliance with Laws. ​Each party agrees to comply with applicable laws and regulations in connection with its activities under this Agreement.

13.12.Electronic Acceptance. ​This Agreement is formed electronically. Customer’s click, account creation, or use of the Services as described above constitutes Customer’s electronic signature and acceptance, valid and binding to the same extent as a handwritten signature.

13.13.Dispute Resolution; Arbitration Agreement; Class Action Waiver. ​This Section 13.13 applies except as set forth in Section 13.13(d).

(a)Agreement to Arbitrate. Customer and Company agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (a “Dispute”) will be resolved by binding arbitration rather than in court, subject to the exceptions in Section 13.13(d).

(b)Informal Resolution First. Before filing for arbitration, the party asserting a Dispute must send the other party a written notice describing the Dispute and the relief sought to ​legal@woodrow.ai ​(notices to Company) or the email address associated with Customer’s Account (notices to Customer). The parties will attempt in good faith to resolve the Dispute informally for thirty (30) days after that notice is received. Either party may commence arbitration if the Dispute is not resolved within that time.

(c)Arbitration Procedures. Arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (if Customer is an individual) or its Commercial Arbitration Rules (if Customer is a company), as modified by this Agreement. A single arbitrator will conduct the arbitration in San Francisco, California, provided that an individual Customer may instead have the arbitration conducted by telephone, videoconference, or written submissions, or in the county where Customer resides. The arbitrator has exclusive authority to resolve any Dispute, except that the validity, enforceability, or scope of Section 13.13(f) (Class Action Waiver) will be decided by a court of competent jurisdiction, not the arbitrator.

(d)Exceptions. Either party may instead bring an individual action in small claims court, or seek injunctive or other equitable relief in the courts identified in Section 13.1 to prevent actual or threatened infringement, misappropriation, or violation of a party’s Intellectual Property Rights or Confidential Information, or unauthorized access to or use of the Services. Nothing in this Agreement requires arbitration of a claim of sexual assault or sexual harassment, which either party may instead pursue in court as permitted by applicable law.

(e)Fees. Payment of filing, administrative, and arbitrator fees is governed by the applicable AAA rules, except that Company will pay those fees for Disputes totaling less than $75,000, unless the arbitrator finds the Dispute frivolous or brought for an improper purpose.

(f)CLASS ACTION WAIVER. CUSTOMER AND COMPANY AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUESTED REMEDY, THAT CLAIM OR REMEDY (AND ONLY THAT CLAIM OR REMEDY) WILL PROCEED IN COURT, SEVERED FROM ANY ARBITRATION, AND ALL REMAINING CLAIMS WILL PROCEED IN ARBITRATION.

(g)Opt-Out. Customer may opt out of this Section 13.13 by sending written notice to ​legal@woodrow.ai ​within thirty (30) days after first accepting this Agreement, stating Customer’s name and a clear statement that Customer opts out of arbitration. If Customer opts out, neither party is bound by this Section 13.13, and Disputes will be resolved as set forth in Section 13.1 (Governing Law).

(h)Confidentiality. The parties will keep any arbitration proceeding under this Section 13.13 confidential, except as necessary to prepare for or conduct the arbitration or as required by law.