Terms of Use
Last Modified: March 25, 2026
These HAPAX AI Terms of Use (this “Agreement”) apply to your use of HAPAX AI (the “Services”) and are a binding contract between you or the entity you represent (“Customer,” “you,” or “your”) and HAPAX, Inc., a Delaware corporation (“Hapax,” “we,” or “us”). Services provided under this Agreement are for your internal business or commercial use. Please read all terms and conditions carefully.
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW (the “Effective Date”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY AND AGREE THAT YOU OR SUCH ENTITY, AS APPLICABLE, ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE “I DECLINE” BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
1. Definitions
2. Access and Use
Provision of Access
Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, Hapax hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for your internal business operations by Authorized Users under these terms and conditions. Hapax shall provide you the necessary passwords and access credentials to allow you access to the Services.
Documentation License
Subject to the terms and conditions contained in this Agreement, Hapax hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.
Use Restrictions
You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, or duplicate the Services, reproduce Training Data, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Services, in whole or in part; (iv) access or use the Services to develop, train, or improve any other AI Technology/a competing or similar product or service; (v) use web scraping, web harvesting, web data extraction or any other method to extract data from the Services; (vi) remove any proprietary notices from the Services or Documentation; (vii) use the Services to create or generate AI Customer Output, or use AI Customer Output in a manner, that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or (viii) submit, enter, post, or otherwise transmit or Process any Personal Information through the Services.
Aggregated Statistics
Notwithstanding anything to the contrary in this Agreement, Hapax may monitor Customer's use of the Services and collect and compile data and information related to Customer's use of the Services, including Customer Data, to be used by Hapax in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Hapax and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Hapax. You agree that Hapax may (i) use such Aggregated Statistics for the purpose of maintaining and improving the Service and (ii) distribute or publish such Aggregated Statistics for promotional or advertising purposes, provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.
Reservation of Rights
Hapax reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Hapax IP or Third-Party Products.
Suspension
Notwithstanding anything to the contrary in this Agreement, Hapax may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Services if: (i) Hapax reasonably determines that (A) there is a threat or attack on any of the Hapax IP; (B) Customer's or any other Authorized User's use of the Hapax IP disrupts or poses a security risk to the Hapax IP, to Hapax, or to any other customer or vendor of Hapax; (C) Customer or any other Authorized User is using the Hapax IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Hapax's provision of the Services to Customer or any other Authorized User is prohibited by applicable law; or (F) Customer is using the Services in material violation of the Use Restrictions described above or the AUP below; (ii) any vendor of Hapax has suspended or terminated Hapax's access to or use of any third-party services or products required to enable Customer to access and use the Services. Hapax shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Hapax will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
3. Customer Responsibilities
Acceptable Use Policy
Customer shall be solely responsible for its actions and the actions of its Authorized Users while using the Service. Customer acknowledges and agrees: (a) to abide by all local, state, national, and international laws and regulations applicable to Customer's use of the Service; (b) not to send or store data on or to the Service which violates the rights of any individual or entity or otherwise contains Personal Information; (c) not to upload any information or content that contains Malicious Code; (d) not to use the Service for illegal, fraudulent, unethical or inappropriate purposes; (e) not to interfere or disrupt networks connected to the Service; (f) not to distribute, promote or transmit through the Service any unlawful, harmful, obscene, pornographic or otherwise objectionable material; (g) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (h) not to access another customer's data or otherwise interfere with another customer's use and enjoyment of the Service; (i) not to use the Service in any manner that impairs the Service; (j) to comply with all regulations, policies and procedures of networks connected to the Service and Hapax's service providers; and (k) to use the Service only in accordance with the Documentation.
Customer acknowledges Hapax is utilizing Customer Content created and provided by Customer and prompts and commands created by Customer to provide the Services and generate the AI Customer Output. Customer assumes all risk that the AI Customer Output and use thereof could involve the possibility of algorithmic discrimination. Customer is solely responsible for determining the accuracy of AI Customer Output and the impact of its adoption and use on Customer's business.
Account Use
You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. You are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you.
Use of AI Customer Output
You are solely responsible for (i) evaluating (including by human review) AI Customer Output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on the AI Customer Output and (ii) your decisions, actions, and omissions in reliance or based on the AI Customer Output.
Passwords and Access Credentials
You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your passwords or access credentials.
4. Fees and Payment
Customer shall pay Hapax the fees as described on the Order (“Fees”). By providing a payment method, you expressly authorize Hapax to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on your particular Order and utilized services.
If Customer fails to make any payment when due, without limiting Hapax's other rights and remedies: (i) Hapax may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Hapax for all costs incurred by Hapax in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) Hapax may suspend Customer's and all other Authorized Users' access to any portion or all of the Services until such amounts are paid in full.
If Customer initiates a chargeback, payment dispute, reversal, or similar action, the disputed amount will be deemed past due and unpaid, and Hapax may immediately suspend the Services until the chargeback is withdrawn or resolved and all amounts due are received. Repeated chargebacks constitute a material breach, and Hapax may terminate this Agreement upon notice to Customer.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Hapax's income.
5. Confidential Information
From time to time during the Term, Hapax and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked or designated as “confidential” (collectively, “Confidential Information”). Without limiting the foregoing, Hapax IP is Hapax's Confidential Information and Customer Data is Customer's Confidential Information.
Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party.
The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information and who are required to protect it in a manner no less stringent than required under this Agreement. Each party's obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to the receiving party and will expire two years thereafter; provided, however, for any Confidential Information that constitutes a trade secret, those obligations will survive the termination or expiration of this Agreement for as long as the Confidential Information remains subject to trade secret protection under applicable law.
6. Privacy Policy
Hapax complies with its privacy policy, available at askhapax.ai/privacy (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
7. Intellectual Property Ownership; Feedback
Hapax IP
Customer acknowledges that, as between Customer and Hapax, Hapax owns all right, title, and interest, including all intellectual property rights, in and to the Hapax IP and, for Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
Customer Data
Hapax acknowledges that, as between Hapax and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data, subject to the license granted herein. Customer hereby grants to Hapax a non-exclusive, royalty-free, worldwide license to (i) reproduce, distribute, and otherwise use and display the Customer Data and Process the Customer Data as may be necessary for Hapax to provide the Services to Customer and (ii) use, modify, and adapt the Customer Data to create Aggregated Statistics.
Feedback
If you or any other Authorized User sends or transmits any communications or materials to us suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, or suggestions (“Feedback”), we are free to use that Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.
8. Limited Warranty and Warranty Disclaimer
Limited Hapax Warranty
Hapax warrants that the Services will conform in all material respects to the Documentation when accessed and used by Customer in accordance with this Agreement. Your sole remedy and Hapax's sole liability for breach of the foregoing warranty is for Hapax to use reasonable efforts to correct the Services to conform to the Documentation. Hapax does not make any representations or guarantees regarding uptime or availability of the Services. THE FOREGOING WARRANTY DOES NOT APPLY, AND HAPAX STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
Customer Warranty
You represent, warrant, and covenant that (i) you own or otherwise have and will have all necessary rights, permissions, and consents in and relating to the Customer Data (other than AI Customer Output) so that, as received by Hapax and Processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law, and (ii) no Customer Data (other than AI Customer Output) contains or will contain any Personal Information.
EXCEPT FOR THE LIMITED WARRANTY SET OUT ABOVE, THE SERVICES AND AI CUSTOMER OUTPUT ARE PROVIDED “AS IS” AND HAPAX SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HAPAX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HAPAX MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING ANY AI CUSTOMER OUTPUTS, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
9. Indemnification
Hapax Indemnity
Hapax, at its expense, shall defend Customer from and against all actions, proceedings, claims and demands by a third party alleging that the Service infringes any copyright or misappropriates any trade secret and shall pay all damages, costs and expenses, including attorneys' fees and costs incurred by the Customer from any such claim. Hapax's obligations under this Section are conditioned upon (i) Hapax being promptly notified in writing of any claim, (ii) Hapax having the sole and exclusive right to control the defense and settlement of the claim, and (iii) Customer providing all reasonable assistance in the defense of such claim.
If any claim which Hapax is obligated to defend has occurred, or in Hapax's determination is likely to occur, Hapax may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the Services, (b) substitute a functionality equivalent, non-infringing replacement for the Services, (c) modify Services to make it non-infringing, or (d) terminate this Agreement and refund to Customer any prepaid amounts attributable to the remaining period.
The foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (i) Customer's use of infringing Customer Data; (ii) use of the Service in combination with any software, hardware, network or system not supplied by Hapax where the alleged infringement relates to such combination; (iii) any modification or alteration of the Service other than by Hapax; (iv) Customer's continued use of the Service after Hapax notifies Customer to discontinue use because of an infringement claim; (v) Customer's violation of applicable law; and (vi) Third Party Products.
Customer Indemnity
Customer shall indemnify, hold harmless, and, at Hapax's option, defend Hapax and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses arising from or relating to any Third-Party Claim (i) that the AI Customer Input or other Customer Data, or Processing or any other use thereof in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; (ii) based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement or applicable laws.
10. Limitations of Liability
EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER HAPAX WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID OR PAYABLE TO HAPAX UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) $100.
11. Term and Termination
Term
The term of this Agreement begins on the Effective Date and continues for the period set out in the Order (the “Initial Term”). The Agreement will automatically renew for additional successive terms equal to the Initial Term unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non-renewal prior to the expiration of the then-current Term.
Termination
In addition to any other express termination right set out in this Agreement:
- Unless the Term is for a specific period as set out in the Order, either party may terminate this Agreement for any reason upon thirty (30) days' advance notice.
- Either party may terminate this Agreement, effective on written notice, if the other party materially breaches this Agreement and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 10 days after written notice of such breach.
- Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, files for bankruptcy, makes a general assignment for the benefit of creditors, or has a receiver appointed.
Effect of Expiration or Termination
Upon expiration or termination of this Agreement, Customer shall immediately discontinue use of the Services. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before that expiration or termination, or entitle Customer to any refund. Within 30 days following expiration or termination of this Agreement, Hapax will permanently delete Customer Data from the Services and all systems Hapax controls, unless otherwise required by applicable law.
12. Modifications
You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on our website or direct email communication from us. You are responsible for reviewing and becoming familiar with any modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.
13. Export Regulation
The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.
14. Governing Law and Jurisdiction
This Agreement and the rights and obligations of the parties shall be governed by and construed under the laws of the United States and the State of Texas as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles.
Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration administered by the American Arbitration Association under its rules. The number of arbitrators shall be one (1). The seat, or legal place of arbitration shall be Austin, Texas, United States. Notwithstanding the foregoing, Hapax has the right to pursue equitable relief in the state and federal courts located in Austin, Texas, and Customer agrees to the exclusive jurisdiction and venue of such courts.
15. Miscellaneous
This Agreement, including the Order, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches.
This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.