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Hex Terms of Service

Last Modified: May 1, 2026

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These Terms of Service apply to Community, Professional, and Team plans not under an Order Form. For Enterprise plans, refer to the Hex Service Agreement.

This Agreement includes binding arbitration and a class action waiver (Section 9.13 and 9.14). Please review it carefully.

This agreement ("Agreement") is between Customer and Hex Technologies Inc. ("Hex"). "Customer" means the entity or individual creating an account or using the Service.

By creating an account or using the Service, Customer agrees to this Agreement and the documents linked below, each of which is part of this Agreement:

Hex may update these documents in accordance with Section 9.11. The current version at each posted URL controls.

The person accepting this Agreement represents they have authority to bind Customer to this Agreement. Actions taken by Customer's administrators in the Service (placing orders, enabling features, changing subscriptions) are binding on Customer.

  1. SERVICE

    1.1. Service Usage Rights. Hex will make the Service available to Customer during the Subscription Period for use by its Authorized Users, whether directly or through automated tools, APIs, or integrations, for Customer's internal business purposes, subject to Customer's usage limits and payment of fees applicable to Customer's Subscription Service. Each Authorized User must have a unique account. Authorized Users may not share their login credentials with anyone. Customer is responsible for all access to and use of the Service through Customer's accounts and setting appropriate access credentials and administrative permissions across Authorized Users.

    1.2. Service Restrictions. Customer will not, and will not permit its Authorized Users to: (i) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent applicable law prohibits this restriction; (ii) copy, modify, frame, mirror, or create derivative works of the Service; (iii) sell, resell, rent, lease, sublicense, or provide access to the Service to any third party, or use the Service for the benefit of any third party, except through the Service's APIs or Customer's authorized integrations; (iv) use the Service to build a competitive product or service, or systematically use the Service, or any outputs from or interactions with the Service, to train or develop any competing AI or machine learning model; (v) use the Service for benchmarking, competitive analysis, or monitoring the availability or performance of the Service; (vi) scrape, extract, or systematically collect data from the Service using automated tools, scripts, or third-party agents; (vii) circumvent or disable any security measure of the Service, except for good-faith security research disclosed to Hex in accordance with Hex's vulnerability disclosure program; (viii) transmit viruses, malicious code, or any material that interferes with the Service; (ix) remove any copyright or proprietary notices from the Service or its outputs; or (x) use the Service in violation of applicable law, the Acceptable Use Policy, or this Agreement. Hex may suspend or terminate access to the Service if Hex reasonably determines that Customer or any Authorized User has violated this Section or the Acceptable Use Policy.

    1.3. Service Support. Hex will provide support for the Service in accordance with Customer's Subscription Service.

    1.4. Technical Requirements. Customer is solely responsible for any Customer System(s) and Third-Party Service(s) used with the Service, including databases, data warehouses, and integrations. Hex disclaims all warranties related to any Customer System(s) or Third-Party Service(s).

    1.5. Changes to the Service. Hex may update, modify, or discontinue features, functionality, or components of the Service from time to time, including AI models, algorithms, third-party providers, and infrastructure. Hex may also restrict features or functionality in specific jurisdictions to comply with applicable laws and regulations. Hex will use commercially reasonable efforts to notify Customer of material changes. No such update, modification, discontinuation, or restriction will, by itself, constitute a breach of this Agreement or a material change to the Service, provided the core functionality described in the Documentation remains materially available.

    1.6. Usage Data. Hex may collect and analyze data relating to the access, use, and performance of the Service ("Usage Data"), including technical logs, metadata, telemetry, authentication data, device and connection information, administrative settings, and usage patterns related to Customer Data (such as how frequently it is accessed). Usage Data excludes Customer Data itself. Hex may use Usage Data in de-identified and aggregated form, during and after the term of the Agreement, to maintain, improve, and enhance Hex's products and services. Usage Data will not be combined or re-identified in any way that would reveal Customer Data or identify Customer or its Authorized Users. Hex may make Usage Data publicly available, provided it does not identify Customer or its Authorized Users. Hex will not use Usage Data for third-party advertising or sell it to data brokers.

    1.7. Service Improvement. Unless Customer opts out, Hex may use the Inputs and Outputs generated through Customer's use of the AI Services to develop, improve, and evaluate the Services (including the AI Services). This does not grant Hex access to other Customer Data or Customer Systems beyond those specific Inputs and Outputs. Hex will not disclose Customer Data to other customers. Customer may opt out at any time in account settings. Upon opt-out, Hex will cease such use within a commercially reasonable period. Opt-out applies prospectively only and does not require Hex to reverse any prior use. Opting out may limit certain features or the optimization of the Service.

    1.8. AI Services. The Service incorporates artificial intelligence and machine learning features, including third-party AI-powered tools, automated agents, and large language models (collectively, "AI Services"). A current list of AI Services providers is available at https://learn.hex.tech/docs/legal/subprocessors. Customer's administrators may enable or disable AI Services through the Service settings. Customer's use of the AI Services involves sharing Customer Data with third-party AI Services providers to generate Outputs and trigger actions. Customer authorizes Hex to share Customer Data with these providers. Hex's agreements with AI Services providers require them to maintain the confidentiality of Customer Data and delete Customer Data promptly after the applicable Output or process is complete (except where retention is required by applicable law or necessary to detect and prevent violations of the providers' applicable policies). Hex is not liable for any unavailability, errors, or degraded performance of the AI Services caused by third-party AI Services providers.

    1.9. Customer Responsibilities. (a) Customer is responsible for reviewing all Outputs for accuracy and appropriateness before use; Outputs are subject to the disclaimer in Section 4.4. (b) Where Customer uses automated agent functionality within the AI Services, Customer is responsible for configuring permissions, authorizing actions, and reviewing results, and is responsible for all actions taken by automated agents as if taken by the authorizing Authorized User. (c) All interactions with the Service initiated by automated systems, agents, or programmatic workflows on Customer's behalf constitute Customer's use of the Service and count toward applicable usage limits; Customer assumes all risk associated with third-party systems, integrations, or agent frameworks that Customer authorizes to access the Service, and Hex is not liable for any loss or damage arising from such access. (d) The AI Services are not a substitute for professional judgment; Customer may not use the AI Services where use or failure could lead to death, personal injury, or environmental damage, or to make or materially support consequential decisions about individuals without appropriate human oversight as required by applicable law. (e) Customer is solely responsible for ensuring that its use of agents through the Service complies with the terms, policies, and technical requirements of any third-party service, website, or platform accessed by or on behalf of Customer. Customer acknowledges that any third-party service, website, or platform may at any time restrict, suspend, or prohibit the use of agents, and that such restrictions may result in loss of functionality and/or interruption of workflows of the Service and Hex will have no obligation to modify the Service to accommodate such changes.

    1.10. Third-Party Services. The Service integrates with Third-Party Services. Customer is responsible for enabling and configuring each integration. Hex may share or receive Customer Data through these integrations to provide the Service. Third-Party Services are not under Hex's control, and Customer's use of them is governed by Customer's agreement with the applicable provider.

    1.11. Previews. Hex may make available products, features, or functionality not yet generally available ("Previews"), whether labeled as beta, alpha, pilot, preview, experimental, or similar. Previews are provided "as is," are not intended for production use, and may be modified, discontinued, or never made generally available. Previews are excluded from the warranty in Section 4.1 and any service level commitments, as may be applicable. Hex has no liability arising from Customer's use of a Preview. Once generally released, continued use may be subject to additional fees. Hex's obligations regarding data security, confidentiality, and Customer Data protection continue to apply to Previews.

  2. OWNERSHIP

    2.1. Ownership of Intellectual Property. Hex retains all rights, title, and interest, including all Intellectual Property Rights, in and to the Hex Properties. Customer retains all right, title, and interest in and to the Customer Data including all Inputs and Outputs created by Customer or its Authorized Users using the Service. Customer's ownership of Outputs does not extend to the Hex Properties, including any underlying models, algorithms, prompts, templates, or other components of the Service used to generate such Outputs. Hex makes no representation or warranty that any Output is eligible for copyright or other intellectual property protection under applicable law. Customer may not remove, alter, or obscure any proprietary rights notices contained in or affixed to the Hex Properties.

    2.2. No Rights by Implication. Except for the rights expressly granted in this Agreement, no license or right is granted to either party by the other party by implication or otherwise.

    2.3. Feedback. Customer may voluntarily provide Hex with suggestions, feature requests, or other feedback concerning the Service ("Feedback"). Hex may use Feedback to maintain, improve, and enhance Hex's products and services without restriction or payment to Customer. Hex will not identify Customer as the source of any Feedback. Feedback will not include Customer Data.

    2.4. License to Customer Data. Customer grants Hex a nonexclusive, worldwide, transferable, sublicensable, royalty-free license to process, display, copy, store, modify, transmit, and otherwise access and use Customer Data solely to provide the Service to Customer and its Authorized Users and for such other purposes as described in this Agreement.

  3. FEES

    3.1. Fees. Hex reserves the right to determine the Fees for the Service. Hex will make reasonable efforts to keep Fee information published on Hex's pricing page at https://hex.tech/pricing/ up to date. Hex encourages Customer to check Hex's pricing page periodically for current Fee information. Hex may change the Fees for any feature of the Service, including by adding fees or charges, if Hex gives Customer advance notice of changes before they apply. Except as otherwise stated herein, all Fees are in U.S. Dollars and are non-refundable, except as required by law.

    3.2. Taxes. Customer is responsible for all sales, use, GST, value-added, withholding, or similar taxes or levies, other than Hex's income tax ("Taxes"). Fees are exclusive of Taxes. If Customer is required to deduct or withhold Taxes, Customer will pay additional amounts so that Hex receives the full amount it would have received without the deduction.

    3.3. Authorization. Customer authorizes Hex to charge all applicable fees, Taxes, and other amounts owed under this Agreement to the payment method on Customer's account, including recurring subscription charges, and usage-based fees. Hex may seek pre-authorization of payment methods to verify validity and available funds.

    3.4. Subscription Service. The Service includes subscription-based plans with automatically recurring payments ("Subscription Service"). The Subscription Service begins on the date Customer purchases its first subscription ("Subscription Billing Date") and continues for the period Customer selects ("Initial Subscription Period"). Subscriptions automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and any renewal period thereafter, are each a "Subscription Period") unless Customer cancels or Hex terminates. Customer's account will be charged the applicable Subscription Fee automatically on the Subscription Billing Date and each renewal date. Customer must cancel before the renewal date to avoid being charged for the next Subscription Period. Customer may cancel via the Service or at [email protected].

    3.5. Delinquent Accounts. Hex may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. Undisputed fees not paid when due bear interest at 1.5% per month (or the maximum rate permitted by law, if lower). If Customer disputes fees in good faith, Customer must pay the undisputed amount and the parties will work to resolve the dispute. In addition to the amount due for the Service and the foregoing interest, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If Customer's payment method is no longer valid at the time a renewal Subscription Fee is due, then Hex reserves the right to delete Customer's account and any information or Customer Data associated with Customer's account, by providing a 15-day notice to Customer, without any liability to Customer.

    3.6. Usage Pricing. Certain features of the Service may be subject to usage limits, quotas, consumption-based pricing or other usage-based pricing or fees as specified in the Subscription Service. Hex may from time to time change such limitations or pricing by providing reasonable notice to Customer, provided that such changes will only become effective from the date specified in the notice and in any event will not have any retrospective effect. Hex will invoice Customer any such usage-based Fees monthly in arrears. If Customer's actual license usage exceeds any maximum license usage quantity (determined monthly) set forth in the Subscription Service, Hex will notify Customer (email sufficing) of such overage and will invoice Customer for the excess license usage, prorated for the remainder of the then-current Subscription Period.

    3.7. Resellers and Payment Processors. Customer may purchase the Service through a Hex-authorized reseller ("Reseller") or pay through a third-party payment processor ("Payment Processor"). Customer's payment obligations and relationship with any Reseller or Payment Processor are governed by Customer's agreement with them. Hex may disclose information about Customer or this Agreement to such Reseller or Payment Processor.

    3.8. Free Trials. Hex may offer a trial of the Service ("Trial"). Trials are limited to the features and duration communicated by Hex and may be used only for evaluating the Service. Upon expiration, access ceases unless Customer purchases a Subscription Service. Trials do not auto-renew.

  4. WARRANTY AND LIABILITY

    4.1. Limited Warranty. Hex warrants that the Service will conform in all material respects to the Documentation during the Subscription Period. This warranty does not apply to the extent a nonconformity results from (a) modification of the Service by or on behalf of anyone other than Hex, (b) use of the Service with Customer Systems not recommended in the Documentation, or (c) use of the Service not in conformance with the Documentation. This warranty does not apply to Trials or Previews and does not extend to the accuracy or completeness of Documentation.

    4.2. Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

    4.3. Remedy. If the Service does not conform to the warranty in Section 4.1, Hex will, as its sole obligation and Customer's sole remedy, at Hex's election: (i) use commercially reasonable efforts to correct the nonconformity, provided it can be recreated by Hex; (ii) replace the nonconforming Service; or (iii) if neither is commercially feasible, terminate the Subscription Service for the affected Service and refund Customer the prepaid fees corresponding to the remaining period. Customer must notify Hex in writing within ten (10) days of identifying a nonconformity, with a specific description, and Hex will verify it before proceeding.

    4.4. DISCLAIMER. EXCEPT AS PROVIDED IN SECTION 4.1, THE HEX PROPERTIES, AI SERVICES, AND ANY CODE, APPLICATIONS, OR OTHER CONTENT GENERATED BY THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE." HEX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HEX DOES NOT GUARANTEE THAT THE SERVICE OR AI SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CUSTOMER'S REQUIREMENTS. AI SERVICES MAY PRODUCE INACCURATE OUTPUTS, INCLUDING HALLUCINATIONS. HEX MAKES NO WARRANTIES REGARDING THE ACCURACY OF ANY OUTPUT. CUSTOMER IS RESPONSIBLE FOR VERIFYING ALL OUTPUTS BEFORE USE. CUSTOMER ASSUMES ALL RISK IN CONNECTION WITH ITS USE OF AND RELIANCE ON THE HEX PROPERTIES, AI SERVICES, THIRD-PARTY SERVICES, AND ALL OUTPUTS. HEX HAS NO LIABILITY FOR ANY LOSS CAUSED BY THE UNAVAILABILITY, INCOMPLETENESS, OR INACCURACY OF CUSTOMER DATA.

    4.5. CUSTOMER COMPLIANCE REPRESENTATIONS. Customer represents and warrants that: (a) Customer is not a "Covered Person" as defined under Executive Order 14117 or its implementing regulations (including 28 C.F.R. Part 202); (b) Customer will not use the Service to transfer or make available bulk sensitive personal data or government-related data (as defined in such regulations) to any country of concern or Covered Person; and (c) Customer will comply with all applicable laws governing the export, transfer, and handling of data through the Service.

    4.6. LIABILITY.

    i. NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF REVENUES OR PROFITS, LOSS OF DATA, OR COST OF COVER, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    ii. EXCEPT FOR CUSTOMER'S: PAYMENT OBLIGATIONS, BREACH OF SECTION 1.2 (SERVICE RESTRICTIONS), INDEMNIFICATION OBLIGATIONS, BREACH OF SECTION 7.3 (RESTRICTED AND AT-RISK DATA) OR EACH PARTY'S LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT, INCLUDING CLAIMS ARISING OUT OF DATA BREACHES OR UNDER THE DPA OR THE BAA (AS APPLICABLE), WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE INITIAL INCIDENT GIVING RISE TO THE LIABILITY.

    iii. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.

  5. INDEMNITY

    Customer will defend Hex against any third-party claim arising out of (i) Customer's violation of this Agreement or applicable law, (ii) Customer Data infringing or violating third-party rights, (iii) Customer's configuration or use of the AI Services, including automated agents, integrations, and workflows, (iv) Customer's submission of data through the Service, including Restricted Data or At-Risk Data, or (v) any Customer System, and will indemnify and hold Hex harmless from damages, losses, and expenses (including reasonable attorneys' fees) awarded or incurred. Hex must promptly notify Customer, give Customer control of the defense and settlement, and provide reasonable assistance.

  6. CONFIDENTIAL INFORMATION

    6.1. Confidential Information. Any information furnished to one party ("Recipient") by the other party ("Discloser") that (i) is marked at the time of disclosure as being "Confidential" or words of similar import or (ii) is identified orally as being confidential or proprietary, or (iii) is of such a nature or the circumstances of the disclosure are such that a reasonable person would understand that the information should be treated as confidential ("Confidential Information"). The Hex Properties are deemed Hex's Confidential Information regardless of whether so marked. Customer Data is deemed Customer's Confidential Information. Confidential Information will not include information that Recipient can demonstrate by contemporaneous records (a) was rightfully known by Recipient prior to the date it was disclosed by Discloser, (b) is lawfully disclosed to Recipient without obligation of confidentiality by a third party, (c) becomes generally known to the public through no act or omission on the part of Recipient, or (d) is independently developed by Recipient without reference to or reliance upon any Confidential Information of Discloser.

    6.2. Use Restriction and Disclosure. The Recipient will (i) not use Confidential Information of the Discloser for any purposes other than for performing its obligations or exercising its rights under this Agreement and (ii) hold such Confidential Information in strict confidence and protect such Confidential Information with the same degree of care (but no less than a reasonable degree of care) the Recipient uses to protect its own Confidential Information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser (a) to the Recipient's directors, officers, or legal or business advisors to the extent reasonably necessary to carry out its obligations or exercise its rights under this Agreement, and to investors and acquirers in connection with due diligence, provided that such persons are legally bound to maintain such information as confidential as required by this section, or (b) if required to be disclosed by the Recipient pursuant to a judicial or governmental statute, rule, or order, provided that the Recipient gives sufficient written notice (to the extent permissible) prior to any disclosure to seek a protective order or injunction or other opportunity to limit disclosure, and the Recipient will disclose only such Confidential Information as is required to be disclosed.

  7. PROTECTION OF CUSTOMER DATA

    7.1. Data Protection.

    7.1.1. Security Measures. Hex will use commercially reasonable efforts to implement and maintain physical, technical, and administrative security measures designed to protect the Customer Data stored with Hex. For further information, see Hex's security program available at https://hex.tech/security/.

    7.1.2. Personal Data. Each party warrants that it will use, collect, store and/or process personal data as defined under and in accordance with any applicable data privacy laws ("Personal Data"). Customer agrees to the terms of the Hex Data Processing Addendum ("DPA") available at https://learn.hex.tech/docs/legal/dpa, which is hereby incorporated by reference into this Agreement and is subject to its terms.

    7.1.3. HIPAA Data. If Customer is located in the United States, Customer agrees not to upload to the Service any Protected Health Information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") data unless Customer has entered into Business Associate Addendum ("BAA") with Hex first. Unless a BAA is in place, Hex will have no liability under this Agreement for HIPAA data, notwithstanding anything to the contrary in this Agreement or in HIPAA or any similar federal or state laws, rules, or regulations. Upon mutual execution of the BAA, the BAA is incorporated by reference into this Agreement and is subject to its terms.

    7.2. Access to Customer Data. Customer understands and acknowledges that the ability of Customer and its Authorized Users to operate and utilize the Service is dependent upon Customer providing or making available for access by the Service (and Third-Party Services) all required Customer Data via Customer System(s). As between Customer and Hex, Customer is solely and exclusively responsible for obtaining and providing all consents, authorizations, permissions, notices, and access to Customer System(s), as may be necessary or helpful to facilitate the Service's access to the Customer Data. Customer acknowledges and agrees that Hex will not be liable to Customer or to any third party for any failure, delay, or deficiency in the performance of the Service arising from (i) any system failure or technical deficiency on the part of Customer or its service providers that prevents or limits access by the Service to Customer Data or other necessary Customer content, materials, data, or information, or (ii) any error or deficiency in the Customer Data. As between Customer and Hex, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, and for ensuring that Customer Data does not: (a) infringe, misappropriate, or violate the Intellectual Property Rights, rights of privacy or publicity, or other proprietary rights of any third party, (b) violate any applicable law, or (c) contain any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.

    7.3. Restricted and At-Risk Data.

    a. Restricted Data. Except as otherwise provided related to PHI in Section 7.1.3 above, the Service is not designed with security controls for processing or storing data that is subject to heightened regulatory or industry-specific security requirements ("Restricted Data"), including without limitation cardholder or payment card data protected by PCI-DSS, and "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act and Hex makes no representations as to the use of the Service for the processing of such Restricted Data. Customer will not submit Restricted Data to the Service unless Customer entered into the applicable additional service terms with Hex for the applicable compliance environment for such Restricted Data offered by Hex for its Subscription Service. Hex may make additional compliance environments available from time to time, as described at https://hex.tech/security or in the applicable Subscription Service.

    b. At-Risk Data. Customer acknowledges that the Service is not designed with specialized safeguards for processing biometric identifiers or information, precise geolocation data, data of individuals under 18 years of age, genetic data, or health-related data not governed by a BAA between the parties (collectively, "At-Risk Data") and Customer assumes all risk and liability regarding the use of the Service to process such At-Risk Data. Hex assumes no additional security or compliance obligations with respect to At-Risk Data beyond those set forth in Section 7.1. To the extent any At-Risk Data constitutes Special Data Categories as defined in the DPA, the terms of the DPA govern.

    c. Customer Configuration. Customer is solely responsible for configuring and using the Services in compliance with Customer's legal and regulatory obligations. Hex is not liable for any data exposure, non-compliance, or security incident resulting from Customer's configuration choices.

    7.4. External Storage of Customer Data. The Service does not include data backup, archival, or retention services. Customer is solely and exclusively responsible for the backing up, archiving, and retaining of all Customer Data. Hex does not make any representations, warranties, or guarantees that any Customer Data or other of Customer's information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. Other than Data Breaches, Hex has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of any Customer Data through or in connection with Customer's use of the Service.

  8. TERM AND TERMINATION

    8.1. Term. This Agreement will remain in effect for as long as Customer maintains an active account or paid Subscription Service, unless terminated earlier pursuant to this Section 8.

    8.2. Termination for Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days of written notice specifying the breach. Hex may alternatively suspend the Service if Customer violates the Service Restrictions (Section 1.2) or if any undisputed amount is past due for more than thirty (30) days.

    8.3. Termination by Hex. Hex may terminate this Agreement or cancel Customer's account at any time for any reason, including inactivity of one hundred eighty (180) days or more. If Hex cancels Customer's Subscription Service, Customer may not create a new account without Hex's consent.

    8.4. Termination for Insolvency. Either party may terminate this Agreement and any Subscription Service immediately upon written notice to the other party if the other party has a receiver appointed, or an assignee for the benefit of creditors or in the event of any insolvency or inability to pay debts as they become due by the other party, except as may be prohibited by applicable bankruptcy laws.

    8.5. Effect of Termination. Upon termination or expiration: (a) all licenses granted to Customer terminate and Customer must cease using the Service and delete all Hex Confidential Information; (b) Hex has no further obligation to provide the Service or Support; (c) Customer remains liable for all accrued and unpaid fees; and (d) upon Customer's written request, Hex will delete Customer's account and associated Customer Data within a commercially reasonable period. Hex is not obligated to provide data export, migration, or transition assistance.

    8.6. Survival. The provisions of the following Sections of this Agreement will survive any expiration or earlier termination of the Agreement: Section(s) 1.2 (Service Restrictions), 1.6 (Usage Data), 1.7 (Service Improvement), 2 (Ownership), 3.1-3.7 (Fees), 4.4 (Disclaimer), 4.6 (Liability), 5 (Indemnity), 6 (Confidential Information), 7 (Protection of Customer Data), 8.5 (Effect of Termination), 8.6 (Survival), 9 (with exception of 9.2 and 9.7) (Miscellaneous), and 10 (Definitions).

  9. MISCELLANEOUS

    9.1. Notices. All notices and communications under this Agreement ("Notices") will be in writing. Hex may send Notices to Customer by email to the address associated with Customer's account or through the Service. Customer will send all Notices to Hex at [email protected].

    9.2. Publicity. Solely for marketing and promotional purposes, Customer agrees that Hex may identify Customer as a Hex customer in Hex's promotional, marketing, or other materials and refer to Customer by name, trade name and trademark as applicable. Customer hereby grants Hex a license to use Customer's name and applicable trademarks in accordance with this section. Customer may opt out anytime by emailing [email protected].

    9.3. Injunctive Relief. Customer acknowledges and agrees that any breach of its obligations with respect to Hex's Confidential Information, Intellectual Property Rights, or the Service Restrictions in Section 1.2 may cause Hex irreparable harm that could not be adequately remedied by monetary damages alone. Accordingly, Hex will be entitled, in addition to any other rights or remedies, to seek injunctive or other equitable relief in any court of competent jurisdiction without the necessity of proving actual damages or posting a bond.

    9.4. Exports. Each party will comply with all applicable export control laws, rules, and regulations (collectively, "Export Controls") with respect to its provision or use of the Service (as applicable), including the Export Administration Regulations promulgated by the U.S. Department of Commerce and the laws, statutes, regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. Each party represents that it is not on (or owned or controlled by any person identified on) the OFAC Specially Designated Nationals and Blocked Persons List or any other list of prohibited or restricted parties promulgated under Export Controls. Without limiting the foregoing, Customer will not export or re-export all or any part of the Service without Hex's prior written consent.

    9.5. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or representative of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction.

    9.6. No Waiver. Neither party's failure nor delay in exercising any of its rights will constitute a waiver of such rights unless expressly waived in writing.

    9.7. Relationship. The relationship between the parties is that of independent contractors, and nothing contained in this Agreement will be construed to constitute the parties as agents, partners, joint ventures, or otherwise as participants in a joint undertaking.

    9.8. Force Majeure. Hex will not be liable for any delay or failure in the performance of its obligations under this Agreement if the delay or failure is due to any cause outside of Hex's reasonable control ("Force Majeure"). For the avoidance of doubt, Customer's payment obligations under this Agreement are not excused by a Force Majeure event.

    9.9. Assignment. Neither this Agreement nor any rights granted hereunder may be assigned or otherwise transferred (whether by operation of law or otherwise), in whole or in part, by either party, without the prior written consent of the other party, whose consent will not be unreasonably withheld or delayed. However, no such consent will be required in the event of an assignment to either party's Affiliate, or in the event of a merger, change of control, corporate reorganization, or a sale of substantially all of the assigning party's assets that relate to this Agreement. Any attempted assignment will be void and of no effect unless permitted by the foregoing. This Agreement will inure to the benefit of the parties' permitted successors and assigns.

    9.10. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be interpreted in a manner that best reflects the parties' intentions, and the remaining provisions of this Agreement will remain in full force and effect.

    9.11. Entire Agreement. This Agreement, together with all documents incorporated by reference in the preamble, constitutes the entire agreement between Hex and Customer regarding the subject matter hereof. Hex may modify this Agreement at any time by posting the updated terms on the Service or providing notice through other reasonable means. All modified terms will indicate the date on which they become effective. Customer's continued use of the Service after such posting or notice constitutes acceptance of the modified Agreement. It is Customer's responsibility to review this Agreement periodically. The terms on any purchase order, confirmation, or similar document submitted by Customer to Hex will have no effect and are hereby rejected. In the event of any conflict or inconsistency among this Agreement and the documents incorporated by reference, the following order of precedence applies: (1) any applicable order form (including negotiated amendments or addendum), (2) the DPA (and BAA as applicable), (3) this Agreement, (4) the AUP, and (5) all other incorporated documents (Privacy Policy, Documentation).

    9.12. Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or related to this Agreement, its subject matter or formation (in each case, including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of the State of Delaware, USA, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods will have no applicability. The parties further agree that except as stated below in the Arbitration provision, the exclusive venue and jurisdiction for any dispute arising or relating to this Agreement will be the State or Federal courts of competent jurisdiction located in the State of Delaware. Customer agrees to waive any and all objections to the exercise of jurisdiction over Customer by such courts and to venue in such courts. ANY CAUSE OF ACTION OR CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

    9.13. Dispute Resolution and Arbitration. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH THEREOF, will BE SETTLED BY ARBITRATION AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. IF THERE IS A DISPUTE ABOUT WHETHER THIS ARBITRATION AGREEMENT CAN BE ENFORCED OR APPLIES TO THE DISPUTE, CUSTOMER AND HEX AGREE THAT THE ARBITRATOR WILL DECIDE THAT ISSUE.

    9.13.1. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, Customer and Hex each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. Hex will contact Customer at the email address Customer has provided to Hex; Customer can contact Hex by email at [email protected]. If after a good faith effort to negotiate, one party feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.

    9.13.2. Exceptions to Arbitration Agreement. Customer and Hex each agree that the following claims are exceptions to Arbitration and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

    9.13.3. Arbitration Rules.

    a. If Customer is domiciled in the U.S. -- Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

    b. If Customer is domiciled internationally outside the U.S. -- Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules.

    c. Modification to AAA Rules -- Arbitration Hearing/Location. Customer agrees that any required arbitration hearing will be conducted in the English language by one (1) mutually agreed upon arbitrator, (a) in San Francisco County, USA or appearances may be made via phone or video conference; and (b) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.

    9.13.4. Mass Arbitration. If twenty-five (25) or more similar demands for arbitration are filed against Hex within a sixty (60) day period by or with the assistance of the same law firm or organization ("Mass Filing"), the following procedures apply:

    a. Bellwether Process. Counsel for the claimants and Hex will each select ten (10) demands from the Mass Filing to proceed as bellwether cases (or all demands if fewer than twenty exist). The remaining demands will be stayed pending resolution of the bellwether cases. Each bellwether case will be assigned to a separate, individual arbitrator.

    b. Mediation. Following resolution of the bellwether cases, the parties will participate in a single mediation session of at least four (4) hours. If the mediation does not result in a global resolution, the remaining demands may proceed in batches of no more than fifty (50) at a time, with each batch commencing thirty (30) days after the prior batch.

    c. Fees in Mass Filings. If a demand that is part of a Mass Filing is filed with an arbitration provider before the bellwether process described above is completed, the parties agree that such demand is premature and will be dismissed without prejudice. The filing party may re-file after completing the bellwether and mediation steps.

    d. Tolling. All applicable statutes of limitations and filing deadlines will be tolled for demands that are stayed pending completion of the bellwether process and mediation, beginning on the date the first bellwether case is selected and ending thirty (30) days after the mediation concludes.

    9.13.5. Opt-Out. Customer may opt out of the arbitration and class action waiver provisions in this Section 9.13 by sending written notice to [email protected] within thirty (30) days of the date Customer first agrees to this Agreement. The notice must include Customer's name, account email address, and a clear statement that Customer is opting out of arbitration. If Customer opts out, all disputes will be resolved in accordance with the venue and jurisdiction provisions of in Section 9.12, excluding any arbitration requirements. Opting out does not affect any other provision of this Agreement.

    9.14. Waiver of Jury Trial and Class Action Waiver. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. CUSTOMER AND HEX EACH AGREE THAT ANY SUIT, PROCEEDING, OR OTHER ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

    9.15. Ultimate Federal Government Provisions. Hex will provide the Service, including related Documentation and technology for ultimate federal government end use solely in accordance with the following: government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Hex to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

    9.16. Regulatory Compliance. Customer acknowledges that the regulatory environment for artificial intelligence is evolving. Hex may modify the AI Services, including by restricting features or functionality in specific jurisdictions, to comply with applicable laws and regulations. Such modifications do not constitute a breach of this Agreement or a material change to the Service.

    9.17. Interpretation. (a) Whenever the words "including," "include," "includes," or "such as" are used in this Agreement, they will be deemed to be followed by the phrase "without limitation." (b) the word "or" is not exclusive; (c) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (d) words denoting any gender include all genders.

  10. DEFINITIONS

    Capitalized terms not otherwise defined will have the meaning set forth in this section.

    "Affiliate" means any individual, corporation, partnership, or business entity that controls, is controlled by, or is under common control with an entity with an ownership of more than 50% of the voting shares.

    "Agreement" means, collectively, this Hex Terms of Service and the Subscription Service elected by Customer.

    "Authorized User" means a Customer employee or contractor who is authorized by Customer to use the Service on behalf of Customer.

    "Customer Data" means any data, code, information, or other content that is made available, by or on behalf of Customer or any Authorized User, for upload to or access, analysis, or processing by the Service. Customer Data also includes Inputs and Outputs.

    "Customer System" means any application owned, operated, licensed, or managed by Customer or its Affiliate with which the applicable Hex Service is connected.

    "Data Breach" means an actual breach of Hex's security that is directly caused by a breach of Section 7.1 of this Agreement by Hex leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data in Hex's possession, custody or control. Data Breaches do not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.

    "Documentation" means Hex's published user documentation that describes the design, functions, operation, or use of the Service ordinarily made available to all its customers as may be updated by Hex from time to time.

    "Fees" means any fees which Customer is required to pay in accordance with this Agreement and the Subscription Service.

    "Hex Service" or "Service" means any Service and associated APIs made available by Hex to Customer as SaaS under the Subscription Service.

    "Hex Properties" means the Service, Documentation, and Usage Data, including all copies, portions, extracts, selections, arrangements, compilations, adaptations, modifications, and improvements thereof, and all derivative works of any of the foregoing.

    "Intellectual Property Rights" means any worldwide common law and statutory rights, whether arising under the applicable law or any other state, country, jurisdiction, government, or public legal authority, associated with (i) patents, utility models, and invention disclosures and applications therefor, (ii) trade secrets, know-how and proprietary information, (iii) copyrights, works of authorship, copyright registrations and applications thereof; (iv) trademarks, service marks, designs and other designations of source, (v) industrial designs, (vi) all rights in databases and data collections, (vii) all moral and economic rights of authors and inventors, however denominated, (viii) rights to apply for, file for, certify, register, record, or perfect any of the foregoing, and (ix) any similar or equivalent rights to any of the foregoing (as applicable).

    "Input" means Customer Data submitted by or on behalf of Customer to the AI Services for processing.

    "Output" means content generated by the AI Services in response to an Input.

    "Personal Data" means personal data or personal information as defined under applicable data privacy laws.

    "Subscription Fee" means the recurring fees applicable to Customer's Subscription Service, as set forth at https://hex.tech/pricing/.

    "Support" means support service in connection with the Service under the respective support plan indicated in the Subscription Service, if any.

    "Third-Party Service" means third-party services, technology, or applications which are not provided by Hex, including Customer's own hardware or systems and third-party applications which host Customer Data.