These Terms of Service govern your access to and use of SHU's hosted AI knowledge platform. Please read them carefully. By creating an account, accessing, or using the Service, you agree to be bound by these Terms.
01 Introduction and Acceptance
These Terms of Service ("Terms") govern your access to and use of the AI knowledge platform and related services (the "Service") provided by Shu Technologies USA, Inc., doing business as Shu ("Shu," "we," "us," or "our"), a Texas corporation with its principal place of business at 3809 Juniper Trace, Ste. 101, Austin, TX 78738. By creating an account, accessing, or using the Service, you ("Customer," "you," or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" or "Customer" refer to that organization. If you do not agree to these Terms, do not access or use the Service. Shu uses Stripe, Inc. and its affiliates ("Stripe") to process payments and related transactions. By using the Service, you acknowledge that Stripe and its affiliates process transactions on behalf of Shu.
02 Service Description
Shu provides a hosted AI knowledge platform that enables customers to organize, query, and derive insights from their data using artificial intelligence capabilities (the "Platform"). The Service includes hosted infrastructure managed by Shu, access to the Platform's interface, and the processing of customer queries and content through AI models.
The Service is currently in a minimum viable product ("MVP") phase. During this phase, Shu does not offer a service level agreement ("SLA") for uptime, availability, or performance. While we make reasonable efforts to maintain the availability and reliability of the Service, we do not guarantee uninterrupted or error-free access, and we may modify, suspend, or discontinue features or functionality at any time with reasonable notice. The Service is not a backup service, disaster recovery solution, or archival storage provider. Customers are responsible for maintaining independent backups of any content or data uploaded to the Platform.
03 Account Terms
Each Customer organization may maintain one account on the Platform. The individual who creates the account (the "Account Holder") is responsible for all activity that occurs under the account, including the actions of any users authorized to access the Service through that account. The Account Holder must provide accurate, complete, and current registration and billing information, and must promptly update this information if it changes.
You must be at least 18 years of age to create an account or use the Service. By creating an account, you represent that you meet this age requirement. You are responsible for maintaining the confidentiality of your account credentials and for restricting access to your account. You must notify Shu promptly at [email protected] if you become aware of any unauthorized use of your account or any other breach of security.
04 Payment Terms
The Service is offered on a subscription basis at a rate of $222.00 per user per month ("Subscription Fee"). Usage of the Platform beyond included thresholds will incur overage charges based on token consumption at rates specified in your order form or the pricing page on our website ("Overage Charges"). Together, the Subscription Fee and any Overage Charges constitute the "Fees."
All payments are processed through Stripe. By subscribing to the Service, you authorize Shu and Stripe to charge your designated payment method for all applicable Fees. Shu does not directly store your payment card details; card information is collected and processed by Stripe in accordance with Stripe's privacy policy, available at https://stripe.com/privacy. You must provide a valid payment method and keep your billing information current at all times.
Subscriptions renew automatically at the end of each billing period unless you cancel before the renewal date. You may cancel your subscription at any time through your account settings or by contacting us at [email protected]. Cancellation takes effect at the end of the then-current billing period, and you will retain access to the Service through that date. Subscription Fees are non-refundable; no prorated refunds or credits will be issued for partial billing periods, except where required by applicable law. Overage Charges incurred prior to cancellation remain due and payable. We reserve the right to modify our pricing with at least thirty (30) days' prior written notice. If you do not agree to a pricing change, your sole remedy is to cancel your subscription before the change takes effect.
Shu clearly discloses that your subscription will renew on a recurring basis and that your payment method will be charged at the applicable rate at each renewal. Instructions for canceling your subscription are available in your account settings.
05 Acceptable Use
You agree to use the Service only for lawful purposes and in accordance with these Terms. You may not, and may not permit any user under your account to:
- (a) upload, transmit, or otherwise make available through the Service any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable, or that violates any applicable law or regulation;
- (b) use the Service to generate, store, or distribute content that infringes or misappropriates any third party's intellectual property rights, privacy rights, or other legal rights;
- (c) use the Service to conduct or facilitate any denial-of-service attack, spam, phishing, malware distribution, or other malicious activity directed at Shu, other users, or any third party;
- (d) attempt to circumvent, disable, or interfere with any usage limits, rate limits, security features, or access controls of the Service;
- (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying technology of the Platform, except to the extent expressly permitted by applicable law;
- (f) resell, sublicense, or redistribute access to the Service, or use the Service to provide a competing product or service to third parties, without Shu's prior written consent; or
- (g) use the Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use of the Service.
Shu reserves the right to investigate and take appropriate action, including suspension or termination of access, against any Customer who violates these restrictions.
06 Data and Content
Customer Ownership.
You retain all right, title, and interest in and to any data, documents, text, and other content that you or your authorized users upload to or create within the Service ("Customer Content"). Shu does not claim ownership of Customer Content.
License to Shu.
By uploading Customer Content to the Service, you grant Shu a limited, non-exclusive, worldwide license to host, store, process, and display Customer Content solely as necessary to provide, maintain, and improve the Service for you. This license terminates when your Customer Content is deleted from the Service.
Data Processing.
Shu processes Customer Content solely to provide and operate the Service on your behalf. We do not use Customer Content to train, improve, or develop machine learning or artificial intelligence models for any purpose beyond providing the Service to you, unless you provide explicit, separate written consent. We do not sell Customer Content to any third party.
Data Location.
Customer Content is processed and stored on servers located in the United States. If you are located outside the United States, you acknowledge that your Customer Content will be transferred to, stored, and processed in the United States.
Data Retention on Cancellation.
Upon termination or cancellation of your account, you will have a thirty (30) day period to export your Customer Content from the Platform using the available export tools. After this 30-day period, Shu will delete your Customer Content from our active systems within a commercially reasonable timeframe. Residual copies may persist in encrypted backups for a limited period, after which they will be purged in the ordinary course of backup rotation. Shu is not obligated to retain Customer Content beyond the 30-day export window and bears no liability for any Customer Content that is deleted after that period.
07 Intellectual Property
Shu IP.
The Service, including the Platform, its software, algorithms, user interface, documentation, and all related intellectual property rights, is and remains the exclusive property of Shu and its licensors (collectively, "Shu IP"). These Terms do not grant you any right, title, or interest in Shu IP except for the limited right to access and use the Service in accordance with these Terms.
Customer IP.
As stated in Section 6, Customer Content remains your property. Nothing in these Terms transfers ownership of Customer Content to Shu.
No Training on Customer Data.
Shu does not use Customer Content to train, fine-tune, or otherwise develop general-purpose artificial intelligence or machine learning models. Any use of Customer Content for model improvement or training purposes requires your separate, explicit written consent.
Feedback.
If you provide Shu with suggestions, ideas, or feedback regarding the Service ("Feedback"), you grant Shu a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, modify, and incorporate such Feedback into the Service or other products without restriction or obligation to you.
08 Limitation of Liability
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SHU DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. SHU DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.
THE SERVICE UTILIZES ARTIFICIAL INTELLIGENCE TECHNOLOGY THAT MAY PRODUCE INACCURATE, INCOMPLETE, OR MISLEADING OUTPUTS. SHU DOES NOT GUARANTEE THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY AI-GENERATED CONTENT OR OUTPUTS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ANY OUTPUTS GENERATED BY THE SERVICE BEFORE RELYING ON THEM FOR ANY PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHU, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT SHU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHU'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO SHU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT PAID ANY FEES, SHU'S MAXIMUM LIABILITY SHALL BE ONE HUNDRED U.S. DOLLARS ($100.00).
THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND SHALL SURVIVE TERMINATION OR EXPIRATION OF THESE TERMS.
09 Indemnification
You agree to indemnify, defend, and hold harmless Shu and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) your Customer Content, including any claim that Customer Content infringes or misappropriates any third party's rights; or (c) your violation of any applicable law or regulation.
10 Termination
By Customer.
You may cancel your subscription and terminate your account at any time through your account settings or by contacting us at [email protected]. Cancellation takes effect at the end of the current billing period.
By Shu.
Shu may suspend or terminate your access to the Service immediately upon written notice if: (a) you breach any material provision of these Terms and fail to cure such breach within fifteen (15) days of receiving notice; (b) you engage in any activity that violates Section 5 (Acceptable Use); (c) your account is past due for more than thirty (30) days; or (d) Shu is required to do so by law or regulation. Shu may also discontinue the Service entirely with at least sixty (60) days' prior written notice to active subscribers.
Effect of Termination.
Upon termination for any reason: (i) your right to access and use the Service ceases immediately (or at the end of the billing period, in the case of a Customer-initiated cancellation); (ii) you will have thirty (30) days from the effective date of termination to export your Customer Content in accordance with Section 6; (iii) any outstanding Fees become immediately due and payable; and (iv) the following provisions survive termination: Sections 6 (Data and Content, with respect to data deletion obligations), 7 (Intellectual Property), 8 (Limitation of Liability), 9 (Indemnification), 11 (Dispute Resolution), and 12 (General Provisions).
11 Dispute Resolution
Governing Law.
These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Informal Resolution.
Before initiating any formal dispute resolution proceeding, you agree to first contact Shu at [email protected] with a written description of the dispute and to attempt in good faith to resolve the matter informally within thirty (30) days.
Binding Arbitration.
If a dispute cannot be resolved informally, you and Shu agree that any claim, dispute, or controversy arising out of or relating to these Terms or the Service (collectively, "Disputes") will be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator in Austin, Texas. Either party may seek interim or provisional relief from a court of competent jurisdiction in Austin, Texas, as necessary to protect that party's rights pending completion of arbitration. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. By agreeing to arbitration, you and Shu each waive the right to a trial by jury. Any question regarding the existence, scope, or validity of this arbitration agreement, including whether a particular Dispute is subject to arbitration, shall be determined by the arbitrator.
Class Action Waiver.
YOU AND SHU AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
The arbitrator may not consolidate the claims of more than one party and may not preside over any form of class or representative proceeding. If this class action waiver is found to be unenforceable as to a particular claim, then that claim (and only that claim) shall be severed from arbitration and may be brought in a court of competent jurisdiction in Travis County, Texas.
Exceptions.
This arbitration agreement does not apply to: (a) claims that may not lawfully be subject to mandatory arbitration, including claims arising under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (9 U.S.C. §§ 401-402), at the election of the person asserting such claims; (b) actions to enforce intellectual property rights (including patent, copyright, trademark, and trade secret claims); or (c) applications for injunctive relief in connection with the foregoing.
Mass Arbitration.
If twenty-five (25) or more similar arbitration demands are filed against Shu within a sixty (60) day period, the parties agree that AAA's Mass Arbitration Supplementary Rules shall govern. In such cases, the parties will cooperate to select a bellwether pool of no more than ten (10) claims for initial arbitration, and all other claims will be stayed pending the resolution of the bellwether proceedings. The results of the bellwether arbitrations will inform the resolution of the remaining claims through mediation or further arbitration.
12 General Provisions
Entire Agreement.
These Terms, together with any applicable order form, constitute the entire agreement between you and Shu regarding the Service and supersede all prior agreements, understandings, and communications, whether written or oral.
Amendments.
Shu may update these Terms from time to time. We will notify you of material changes by email to the address associated with your account or by posting a prominent notice on the Platform at least thirty (30) days before the changes take effect. Your continued use of the Service after the effective date of any update constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, your sole remedy is to cancel your subscription before the changes take effect.
Severability.
If any provision of these Terms is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or, if modification is not possible, severed from these Terms. The remaining provisions will continue in full force and effect.
Assignment.
You may not assign or transfer these Terms or any rights or obligations under them without Shu's prior written consent. Shu may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without your consent, provided that the assignee agrees to be bound by these Terms.
Waiver.
No failure or delay by either party in exercising any right or remedy under these Terms operates as a waiver of that right or remedy.
Notices.
Notices to Shu must be sent to: Shu Technologies USA, Inc., 3809 Juniper Trace, Ste. 101, Austin, TX 78738, Attn: Legal Department, or by email to [email protected]. Notices to you will be sent to the email address associated with your account.
Force Majeure.
Shu will not be liable for any failure or delay in performing its obligations under these Terms to the extent caused by events beyond its reasonable control, including natural disasters, acts of government, pandemics, labor disputes, internet or telecommunications failures, and third-party service outages.
Contact.
If you have any questions about these Terms, please contact us at [email protected] or at Shu Technologies USA, Inc., 3809 Juniper Trace, Ste. 101, Austin, TX 78738.
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