These Terms of Use (the "Agreement") govern your access to and use of the Hotsauce platform and related services (collectively, the "Service") provided by Til Technologies Inc. ("Hotsauce," "we," "us," or "our"). By accessing, purchasing access to, or using the Service — whether through an online ordering process, by signing up for a free or trial plan, or by clicking a box indicating acceptance — you agree to be bound by this Agreement.
If you are accepting this Agreement on behalf of a company or other legal entity ("Customer"), you represent and warrant that you have the authority to bind that entity to this Agreement. In that case, "you" and "your" refer to that entity. If you do not have such authority, or if you do not agree to this Agreement, you may not use the Service.
1. The Service
Hotsauce is the owner and provider of an AI assistant and agent platform that helps teams perform work across their connected systems and data sources (the "Service"). The Service may include software, APIs, integrations, web and desktop applications, documentation, and other materials we make available to Customer (collectively, the "Hotsauce Materials"). The Service may be updated, modified, or improved at any time at our sole discretion, provided that we will not materially decrease the core functionality of the Service.
2. Subscription and Access
Subject to this Agreement, Customer may purchase a subscription to access and use the Service as set forth in one or more ordering screens, order forms, or other written agreements that reference this Agreement (each, an "Order"). All subscriptions will be for the period described in the applicable Order (the "Subscription Period"). Access is permitted only by individuals authorized by Customer to use the Service ("Users") and only for Customer's own internal business purposes.
Customer is responsible for: (a) ensuring that its Users are aware of and bound by this Agreement; (b) maintaining the confidentiality of account credentials and access tokens; (c) all activity that occurs under its account; and (d) configuring permissions, roles, and access controls for its Users.
3. Customer Data
"Customer Data" means any data, content, files, documents, prompts, instructions, queries, or other information that Customer or its Users submit to, upload to, or generate through the Service, including data that the Service accesses from Customer's connected third-party systems on Customer's behalf.
As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer hereby grants Hotsauce a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to (a) provide, maintain, and improve the Service for Customer; (b) prevent or address security, fraud, or technical issues; (c) comply with applicable law or legal process; and (d) as expressly permitted by Customer in writing.
Customer represents and warrants that it has obtained all rights, consents, and authorizations necessary to provide Customer Data to Hotsauce and to permit Hotsauce to process Customer Data as contemplated by this Agreement.
To the extent Customer Data includes personal information subject to applicable data protection laws (such as the GDPR, UK GDPR, or U.S. state privacy laws), the parties' processing of such personal information is governed by the Hotsauce Data Processing Addendum ("DPA"), available at tryhotsauce.com/legal/dpa, which is incorporated into this Agreement by reference. In the event of any conflict between this Agreement and the DPA with respect to the processing of personal information, the DPA controls.
4. Outputs and AI-Generated Content
The Service uses artificial intelligence and machine learning technologies, including large language models, to generate responses, summaries, analyses, actions, recommendations, and other outputs (collectively, "Outputs") based on Customer Data and Customer's inputs. As between the parties and to the extent permitted by applicable law, Customer owns the Outputs generated for Customer through the Service, subject to the rights and licenses granted in this Agreement.
Customer acknowledges that Outputs are generated by probabilistic AI models and may contain inaccuracies or errors. Customer is responsible for evaluating Outputs before relying on them and for any actions Customer takes, or directs the Service to take, based on Outputs.
5. Acceptable Use and Restrictions
Customer agrees that it will not, and will not allow its Users or any third party to, directly or indirectly:
modify, translate, copy, or create derivative works based on the Service;
reverse assemble, reverse compile, reverse engineer, decompile, or otherwise attempt to discover the source code, object code, non-public APIs, models, weights, or underlying ideas or algorithms of the Service, except to the extent this restriction is prohibited by applicable law;
license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or make the Service available to any third party;
use the Service to build, train, or improve any competing AI model, product, or service, or to benchmark the Service for purposes of building a competing product;
use the Service in any way that violates any applicable law, regulation, or third-party right (including intellectual property, privacy, publicity, or contractual rights);
upload, input, or transmit through the Service any content that is unlawful, infringing, defamatory, obscene, harmful, or that contains malware or other harmful code;
attempt to gain unauthorized access to, interfere with, damage, or disrupt the Service or any related systems, networks, or accounts;
probe, scan, or test the vulnerability of the Service or circumvent any security or authentication measures;
use the Service to generate content that is deceptive, fraudulent, or designed to impersonate any person or entity without authorization; or
use or access the Service in violation of U.S. or applicable non-U.S. economic, trade, or export control laws.
If Customer uses the Service in a manner that, in Hotsauce's reasonable judgment, causes or is likely to cause significant harm to Hotsauce, the Service, or any third party, or otherwise threatens the security, integrity, or availability of the Service, Hotsauce may suspend Customer's access to the Service. Hotsauce will use commercially reasonable efforts to notify Customer prior to any such suspension and to limit the suspension to only the accounts or activities involved.
6. Third-Party Services and Integrations
The Service may interoperate with third-party products, services, applications, models, APIs, or data sources that are not owned or controlled by Hotsauce ("Third-Party Services"). If Customer chooses to connect or use Third-Party Services through the Service, Customer authorizes Hotsauce to access, exchange information with, and take actions on Customer's behalf within those Third-Party Services as directed by Customer.
Customer's use of Third-Party Services is subject to the separate terms and privacy practices of the applicable Third-Party Service provider, and Customer is responsible for complying with those terms. Hotsauce does not endorse, control, and is not responsible for Third-Party Services, and Hotsauce disclaims all liability arising from or related to Customer's use of Third-Party Services.
7. Fees and Payment
Customer will pay Hotsauce the fees set forth in the applicable Order ("Fees"). Unless otherwise stated, all Fees are in U.S. dollars, are non-cancelable, and are non-refundable. Hotsauce may modify its Fees or introduce new fees in its sole discretion; any such changes will apply to subsequent renewal periods.
Unless otherwise specified in the Order, subscriptions will automatically renew for successive periods equal to the initial Subscription Period at the then-current rates, unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Period.
If Customer fails to pay any Fees when due, Hotsauce may, in addition to its other rights and remedies, charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law, and suspend Customer's access to the Service. Fees do not include any taxes, levies, duties, or similar governmental assessments, and Customer is responsible for paying all such taxes (other than taxes based on Hotsauce's net income, property, or employees).
8. Term and Termination
This Agreement begins on the effective date of the first Order (or earlier use of the Service) and continues for the Subscription Period and any renewals (the "Term"). Either party may terminate this Agreement (or any Order) for the other party's material breach if the breach is not cured within thirty (30) days after written notice. Hotsauce may also terminate or suspend access immediately if Customer's use of the Service poses a security risk, may subject Hotsauce to liability, or violates Section 5 (Acceptable Use and Restrictions).
Upon any expiration or termination of this Agreement: (a) Customer's right to access and use the Service will terminate; (b) Customer will pay all Fees accrued through the effective date of termination; and (c) within a commercially reasonable period after termination, Hotsauce will delete Customer Data in accordance with its data retention practices, unless Customer requests earlier deletion in writing or Hotsauce is required to retain such data by applicable law.
Sections 3 (Customer Data, with respect to ownership), 4 (Outputs), 7 (Fees and Payment), 8 (Term and Termination), 9 (Intellectual Property), 10 (Confidentiality), 11 (Warranties and Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 14 (Governing Law and Dispute Resolution), and 15 (General Provisions) will survive any expiration or termination of this Agreement.
9. Intellectual Property
As between the parties, Hotsauce owns and retains all right, title, and interest (including all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to the Service and Hotsauce Materials, including all underlying technology, software, models, weights, configurations, improvements, modifications, and derivative works. No rights or licenses are granted to Customer except as expressly set forth in this Agreement, and all rights not expressly granted are reserved by Hotsauce.
Customer may from time to time provide suggestions, comments, ideas, or other feedback regarding the Service ("Feedback"). Customer grants Hotsauce a perpetual, irrevocable, worldwide, royalty-free, fully-paid, transferable, and sublicensable license to use, modify, and otherwise exploit Feedback for any purpose, without restriction or obligation to Customer.
Hotsauce may collect and use usage data, analytics, telemetry, and other aggregated or de-identified information derived from the operation of the Service ("Service Data") to operate, maintain, improve, secure, and develop the Service and other Hotsauce products and services, provided that Service Data does not identify Customer, its Users, or any individual.
10. Confidentiality
Each party (as "Receiving Party") may have access to confidential or proprietary information of the other party (as "Disclosing Party") in connection with this Agreement ("Confidential Information"). Hotsauce's Confidential Information includes non-public information about the Service, including its features, performance, models, and roadmap. Customer's Confidential Information includes Customer Data.
The Receiving Party will (a) use the Disclosing Party's Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; (b) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care; and (c) limit access to the Disclosing Party's Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.
Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without confidentiality obligations; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
11. Warranties and Disclaimers
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Customer further represents and warrants that its and its Users' use of the Service will comply with this Agreement and all applicable laws.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE AND ALL RELATED COMPONENTS AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND HOTSAUCE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HOTSAUCE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR FREE FROM BIAS. CUSTOMER ACKNOWLEDGES THAT THE SERVICE INVOLVES PROBABILISTIC AI MODELS AND THAT OUTPUTS MAY VARY AND MAY NOT REFLECT FACTUAL ACCURACY OR CUSTOMER'S INTENDED RESULTS.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO HOTSAUCE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
The foregoing limitations apply notwithstanding the failure of any limited remedy of its essential purpose. The limitations in this Section 12 do not apply to: (a) either party's indemnification obligations under Section 13; (b) Customer's payment obligations; or (c) Customer's breach of Section 5 (Acceptable Use).
13. Indemnification
Customer will defend, indemnify, and hold harmless Hotsauce and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Customer Data, including any claim that Customer Data infringes or misappropriates the intellectual property or other rights of any third party or violates any applicable law; (b) Customer's or its Users' use of the Service in violation of this Agreement or applicable law; or (c) any actions Customer takes (or directs the Service to take) based on Outputs.
Hotsauce will defend, indemnify, and hold harmless Customer from and against any third-party claims that the Service, when used by Customer in accordance with this Agreement, infringes any U.S. patent, copyright, or registered trademark of such third party. Hotsauce will have no liability under this paragraph for any claim arising from (i) Customer Data; (ii) modifications to the Service not made by Hotsauce; (iii) Customer's use of the Service in combination with any product, service, or data not provided by Hotsauce; or (iv) Customer's continued use of the Service after Hotsauce has notified Customer to discontinue use.
The party seeking indemnification will promptly notify the indemnifying party of any claim, provide reasonable cooperation in the defense, and allow the indemnifying party to control the defense and settlement (provided that any settlement that imposes obligations on the indemnified party requires the indemnified party's prior written consent).
14. Governing Law and Dispute Resolution
This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in San Francisco County, California, and each party irrevocably consents to the personal jurisdiction and venue of such courts. Each party waives any right to a jury trial in connection with any such dispute.
15. General Provisions
Independent Contractors. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary, franchise, or employment relationship between the parties.
Assignment. Neither party may assign this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.
Notices. All notices under this Agreement must be in writing. Notices to Hotsauce must be sent to privacy@hotsauce.com (or such other address as Hotsauce may designate). Notices to Customer may be provided by email to the address associated with Customer's account or through the Service.
Changes to this Agreement. Hotsauce may update this Agreement from time to time. If we make material changes, we will provide notice (by posting an updated Agreement, sending email notice, or in-product notice) at least thirty (30) days before the changes take effect. Customer's continued use of the Service after the effective date constitutes acceptance of the updated Agreement.
Publicity. With Customer's prior written consent, Hotsauce may use Customer's name and logo to identify Customer as a customer on Hotsauce's website and in marketing materials.
Force Majeure. Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, internet or utility outages, or third-party service failures.
Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
Waiver. No failure or delay by either party to exercise any right under this Agreement will operate as a waiver. Any waiver must be in writing and signed by the waiving party.
Entire Agreement. This Agreement, together with any Orders, the DPA, the Privacy Policy, and any other policies referenced herein, constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, communications, and understandings relating to the same subject matter.
Government Use. The Service is "commercial computer software" and any use, duplication, or disclosure by the U.S. government is subject to the restrictions set forth in this Agreement.
No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights.
16. Contact Information
If you have any questions about this Agreement, please contact us at:
Til Technologies Inc. (d/b/a Hotsauce) 3579 17th St San Francisco, CA 94110 privacy@hotsauce.com