legal / terms

TERMS

Hoody Terms of Service

The agreement that governs your use of Hoody.

Last updated: 30 April 2026

0. Preamble — What These Terms Cover

These Terms of Service ("Terms") form a legally binding agreement between you ("Customer", "you") and Hoody Limited ("Hoody", "we", "us").

By creating an account, accessing the Services, or using any Hoody API, you agree to these Terms. If you do not agree, do not use the Services.

These Terms incorporate by reference:

The Acceptable Use Policy at https://hoody.com/aup
The Privacy Policy at https://hoody.com/privacy
The Data Processing Agreement at https://hoody.com/privacy#dpa (where applicable)
Any Service-Specific Terms for individual Services published at https://hoody.com

1. The Service

1.1 What Hoody Provides

Hoody operates a containerized infrastructure platform with the following components:

(a) The Hoody API at api.hoody.com and realm-scoped subdomains, providing the control plane for managing Containers, Servers, projects, and account operations.

(b) Bare Metal Server managed compute. Hoody offers a managed compute product on dedicated hardware. The underlying hardware is operated in third-party data centers (such as OVH, Hetzner, and others). Customer's contractual counterparty for the managed product is Hoody. The relationship between Hoody and the underlying data center is governed by Section 11 (Third-Party Services).

(c) Container infrastructure. Hoody-managed Linux environments running on Customer's rented Bare Metal Servers, exposed as HTTPS endpoints.

(d) The Hoody AI gateway at ai.hoody.com, routing requests to third-party AI providers selected by Customer.

(e) Auxiliary services including but not limited to storage, networking, snapshots, and developer tooling, as documented at https://hoody.com.

(f) Free Machine. Hoody offers a free virtual machine ("Free Machine") with limited resources (currently 2 cores, 4 GB RAM, 80 GB storage, 100 Mbit/s network), no credit card required, no trial period, and no expiry. The Free Machine is a virtual machine sharing physical hardware with other Hoody users — it is not a dedicated Bare Metal Server, and accordingly the privacy guarantees applicable to the Free Machine differ from those applicable to Bare Metal Server deployments (see Privacy Policy Section 2.4). Customer use of the Free Machine is subject to Section 10.6 (Free Tier and No-Fee Use), Section 8 (Resource Use and Fair Use), and the AUP. Hoody may modify, suspend, or terminate the Free Machine offering at any time.

1.2 What These Terms Govern

These Terms govern Customer's use of the Hoody control plane and Customer's contractual relationship with Hoody. These Terms do not govern:

(a) Customer's relationship with third-party AI providers reached through the Hoody AI gateway, which is subject to those providers' separate terms.

(b) Software, libraries, or content Customer chooses to install or run inside Containers.

For the avoidance of doubt, Customer's contractual counterparty for the Bare Metal Server itself is Hoody, not the underlying data center — see Section 11.1.

2. Eligibility and Account Registration

2.1 Eligibility

You may use the Services only if:

(a) You are at least 18 years of age, or the age of majority in your jurisdiction if higher;

(b) You have the legal capacity to enter into binding contracts;

(c) You are not (i) located in, (ii) ordinarily resident in, (iii) organized under the laws of, or (iv) controlled by any person located in, any country or territory subject to comprehensive sanctions by the United Nations, the United States, the European Union, the United Kingdom, or Hong Kong, including without limitation Cuba, Iran, North Korea, Syria, the Crimea region, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic;

(d) You are not designated on, nor owned or controlled by any person designated on, any sanctions list maintained by the authorities listed above, including without limitation the U.S. OFAC Specially Designated Nationals (SDN) List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identifications List, the EU Consolidated Sanctions List, or the UK Consolidated List of Financial Sanctions Targets;

(e) You will not use the Services to provide services to, or for the benefit of, any person described in (c) or (d).

You represent and warrant that the foregoing is true at the time of registration and throughout your use of the Services.

2.2 Account Registration

To use the Services, you must register an account. You agree to:

(a) Provide accurate, current, and complete information during registration;

(b) Maintain and promptly update your account information;

(d) Promptly notify us of any unauthorized use of your account or any other breach of security;

(e) Accept responsibility for all activities that occur under your account, regardless of whether you specifically authorized them, except to the extent caused by Hoody's breach of these Terms.

2.3 Multi-User and Team Accounts

If you register an account on behalf of an organization, you represent and warrant that you have authority to bind the organization to these Terms. The organization is the Customer for purposes of these Terms.

You are responsible for the actions of all individuals or systems acting under your account, including employees, contractors, agents, automated systems, and AI agents you authorize. You are deemed to have taken any action you permit, assist, or facilitate any person or system to take.

3. Hoody's Knowledge and Architectural Privacy

3.1 What Hoody Can See

Through the Hoody API, Hoody can observe:

(a) Container lifecycle events (creation, deletion, snapshots, restarts); (b) Project, realm, and account configuration; (c) Storage share mounts and high-level network configuration; (d) Billing, payment, and authentication activity; (e) API request metadata (timestamps, source IP addresses, endpoints called, response codes).

3.2 What Hoody Cannot See

Because the Hoody Proxy operates within Containers running on Customer's rented Bare Metal Server, Hoody does not have visibility into, and does not collect:

(a) The contents of Customer's Containers, including files, applications, and data; (b) The contents of network traffic to or from Customer's Containers; (c) Terminal commands executed within Containers; (d) Database queries, application logs, or internal Container communications; (e) Prompts, completions, or other content sent through Customer's deployed AI agents (where the AI gateway is not used) or through the Hoody AI gateway in pass-through mode.

3.3 Customer Responsibility Notwithstanding

Hoody's limited visibility does not relieve Customer of any obligation under these Terms or the Acceptable Use Policy. Customer remains fully responsible for the content, code, and activity within Customer's Containers, regardless of whether Hoody has visibility into such content, code, or activity.

Hoody reserves the right, but does not undertake the obligation, to investigate suspected violations of these Terms or the Acceptable Use Policy by all lawful means, including by inspection of metadata Hoody can observe, cooperation with hosting providers, and response to legal process.

4. Acceptable Use

4.1 Acceptable Use Policy

Customer's use of the Services is subject to the Hoody Acceptable Use Policy ("AUP") at https://hoody.com/aup. The AUP is incorporated into these Terms by reference. Violation of the AUP is a material breach of these Terms.

Customer is responsible for ensuring that all End Users — including any AI agents authorized by Customer to act through Customer's Containers or account — comply with the AUP.

4.2 No Obligation to Monitor

Hoody has no obligation to monitor, control, or vet Customer's content, code, traffic, or activity, but may do so at Hoody's discretion to protect the Services, comply with legal process, or respond to abuse complaints. The exercise or non-exercise of this discretion does not create a duty to monitor.

5. Account Security and Credentials

5.1 Credentials

You are responsible for maintaining the confidentiality of all authentication credentials issued or associated with your account, including:

(a) Account passwords; (b) Multi-factor authentication codes and devices; (c) API tokens (including Hoody Auth Tokens with the hdy_ prefix); (d) JWT access and refresh tokens; (e) OAuth credentials issued by integrated identity providers; (f) Container-scoped tokens and ephemeral credentials used for automated access.

5.2 Liability for Credential Compromise

You are solely responsible for all activity occurring through use of your credentials, whether or not specifically authorized by you. This includes activity by:

(a) Persons or systems to whom you have voluntarily disclosed credentials; (b) Persons or systems that have obtained credentials through your failure to maintain reasonable security; (c) AI agents, automated systems, or other software acting through credentials issued to or stored in environments under your control.

If you permit a third party (including any AI agent) to access the Services using your credentials, such access is at your sole risk. The third party may obtain, modify, or delete your account data, Containers, snapshots, configuration, and any data accessible through the credentials. Hoody is not liable for any harm, loss, or damage arising from such access.

5.3 Notification of Compromise

You must notify Hoody promptly, and in no event later than seventy-two (72) hours after discovery, of any:

(a) Known or suspected unauthorized access to your account; (b) Known or suspected disclosure or compromise of any credential; (c) Other breach of security affecting your use of the Services.

Notification must be sent to security@hoody.com (or such other address as Hoody may designate) and must include sufficient detail for Hoody to investigate and respond.

5.4 Right to Revoke Credentials

Hoody may, on reasonable suspicion of compromise or unauthorized use, suspend, revoke, or rotate any credential issued to or used by Customer, with or without prior notice. Hoody will use reasonable efforts to notify Customer of such action.

6. Customer-Generated Content and Code

6.1 Definitions

"Customer Content" means all data, code, configurations, files, and other materials that Customer or End Users upload to, create within, or run through the Services.

"Agent Output" means any code, file, action, or other output produced by an AI agent or other automated system operating within or through Customer's Containers or account.

For purposes of these Terms, Agent Output is treated as Customer Content and Customer's responsibilities and warranties relating to Customer Content apply equally to Agent Output.

6.2 Ownership

As between Customer and Hoody, Customer owns all right, title, and interest in and to Customer Content, including Agent Output. Hoody claims no ownership of Customer Content.

6.3 License to Hoody

Customer grants Hoody a non-exclusive, worldwide, royalty-free license to access, use, copy, store, transmit, and process Customer Content solely as necessary to:

(a) Provide and operate the Services; (b) Comply with legal obligations; (c) Enforce these Terms and the Acceptable Use Policy.

The license is limited to what Hoody actually has access to. Per Section 3.2 and Privacy Policy Section 2.1, Hoody does not have access to Container contents, network traffic, terminal commands, AI prompts, AI completions, or files stored on Customer's Bare Metal Server. The license in this Section does not authorize Hoody to access data Hoody is architecturally unable to access.

6.3A No AI Training on Customer Data

Hoody does not use Customer Content, prompts routed through the AI gateway, completions returned through the AI gateway, terminal commands, application data, support communications, or any other Customer-originated data to train, fine-tune, evaluate, or otherwise improve any artificial intelligence or machine learning model.

This commitment applies regardless of whether the model would be used internally, made available to other customers, or shared with third parties. There is no aggregation-and-de-identification carve-out, no opt-in mechanism, and no exception other than what is explicitly required by law.

6.4 Customer Responsibility for Content and Code

Customer is solely responsible for:

(a) The legality, accuracy, integrity, security, and appropriateness of all Customer Content; (b) The behavior and outputs of any code, application, or AI agent that Customer runs in the Services or that operates through Customer's account; (c) All actions taken by AI agents or other automated systems Customer authorizes, regardless of whether Customer specifically directed each action; (d) Compliance with all third-party rights, including intellectual property, privacy, and contractual rights, in respect of Customer Content; (e) Compliance with all applicable laws and regulations.

6.5 Customer Warranties

Customer represents and warrants that:

(a) Customer has all rights necessary to grant the license in Section 6.3; (b) Customer Content does not infringe, misappropriate, or violate any third-party right; (c) Customer Content does not violate any law or regulation; (d) Customer Content is not subject to any contractual restriction that would conflict with these Terms; (e) Customer's use of the Services, including the operation of any AI agent through Customer's account, complies with the Acceptable Use Policy.

6.6 Backup Responsibility

Customer is solely responsible for maintaining backups of Customer Content. While Hoody offers snapshot functionality and Customer may use it, Hoody is not obligated to maintain backups and disclaims liability for loss, corruption, or unavailability of Customer Content. Customer is encouraged to maintain independent backups outside the Services.

7. Network Egress and Outbound Activity

7.1 Customer Responsibility for Outbound Traffic

Customer is solely responsible for all outbound network traffic originating from Customer's Containers or otherwise generated through the Services on Customer's behalf, including without limitation:

(a) Traffic generated by Customer's applications, scripts, or services; (b) Traffic generated by AI agents or automated systems Customer has authorized to operate within Customer's Containers; (c) Traffic generated as a result of Customer's configuration of routing, proxying, or relay services within Customer's Containers; (d) Traffic generated by third parties to whom Customer has granted access to Customer's Containers.

7.2 Prohibited Outbound Activity

Without limiting the AUP, Customer must not use the Services to generate outbound traffic that:

(a) Constitutes a denial-of-service attack, distributed denial-of-service attack, or amplification attack on any third-party system; (b) Performs unauthorized port scanning, vulnerability scanning, or reconnaissance of third-party systems; (c) Sends unsolicited bulk communications (including SMTP spam) or operates an open mail relay; (d) Operates as command-and-control infrastructure for malware, botnets, or unauthorized access to third-party systems; (e) Spoofs source IP addresses or otherwise disguises the origin of traffic; (f) Mines cryptocurrency, except where explicitly permitted in writing by Hoody (see Section 4.1 of the AUP); (g) Bypasses rate limits, content filters, or terms of service of any third-party network or service.

7.3 Hoody's Right to Inspect and Mitigate

Customer authorizes Hoody, and the upstream hosting providers from which Customer's Bare Metal Servers are rented, to:

(a) Inspect metadata of network traffic transiting infrastructure operated by Hoody or upstream providers, for the purpose of detecting and mitigating abuse; (b) Throttle, block, or terminate connections that violate this Section 7 or the AUP; (c) Cooperate with abuse-handling processes of upstream providers, blacklist authorities, and law enforcement.

This authorization is limited to traffic metadata (source/destination, protocol, volume, timing) and does not authorize inspection of traffic contents except as required by law or as necessary to investigate suspected violations.

7.4 Abuse Complaint Handling

If Hoody receives a credible report that Customer's outbound activity violates this Section 7 or the AUP, Hoody may:

(a) Forward the complaint to Customer with a request for response; (b) Set a deadline for Customer's response and remediation; (c) Where the complaint indicates ongoing harm to third parties, suspend the affected Container, network access, or account immediately and without notice, pending investigation; (d) Take any other action authorized under Section 9 (Suspension and Termination).

8. Resource Use and Fair Use

8.1 Resource Allocation

The Services include resources allocated to Customer based on Customer's plan and configuration. Where the Services or Hoody's marketing materials describe resources as "unmetered", "unlimited", or use similar terms, this means there is no per-unit charge for that resource within Customer's plan — not that Customer may consume resources without limit or in ways that disrupt other customers or Hoody's infrastructure.

8.2 Scope of This Section

This Section 8 (Resource Use and Fair Use) applies primarily to Hoody-shared resources, namely:

(a) The Free Machine (which is a virtual machine sharing physical hardware Hoody operates with other Free Machine users); (b) The Hoody control plane and API (api.hoody.com); (c) The Hoody AI gateway (ai.hoody.com); and (d) Any other Service that runs on Hoody-shared infrastructure.

For dedicated Bare Metal Servers, Customer has the dedicated resources of the rented hardware. Customer's use of those dedicated resources is bounded by the technical capacity of the hardware and the data center operator's own technical and contractual limits (such as bandwidth caps in the data center contract). The fair-use provisions in this Section 8 (sections 8.3 through 8.5) apply to dedicated Bare Metal usage only insofar as Customer's use of the Bare Metal Server affects Hoody-shared resources (for example, the control plane API rate limits, AI gateway consumption, or aggregate egress patterns that affect Hoody's upstream contracts).

8.3 Fair Use

Customer's use of the Services must not:

(a) Impose an unreasonable or disproportionately large load on Hoody's infrastructure or upstream networks; (b) Degrade the performance of the Services for other customers; (c) Bypass usage limits, free-tier allowances, or quotas through technical means or account multiplication; (d) Use the Services in a manner inconsistent with the intended purpose described in Hoody's documentation.

Where Customer's use violates this Section 8.3 with apparent intent to evade payment or extract disproportionate value, such use is a material breach of these Terms and grounds for immediate suspension under Section 9.

8.4 Throttling and Rate Limiting

Hoody may impose, modify, or remove technical limits (rate limits, concurrency limits, capacity caps) at any time as necessary to maintain Service reliability and fairness. Customer may not circumvent such limits.

8.5 Resource Stress Suspension

Hoody may immediately and without notice suspend any Container, Service, or account that is consuming resources in a manner that threatens the stability or security of the Services or any third party, regardless of whether the consumption is intentional or inadvertent.

9. Suspension and Termination

9.1 Termination by Customer

Customer may close Customer's account and terminate these Terms at any time through the Hoody control panel or by written notice to support@hoody.com. Termination by Customer:

(a) Is effective at the end of Customer's current billing cycle, except where Customer is on a pay-as-you-go basis (in which case termination is effective on receipt); (b) Does not entitle Customer to a refund of any prepaid balance or fees, except as expressly provided in Section 13 (Pricing and Billing); (c) Does not relieve Customer of any payment obligations accrued before termination.

9.2 Termination by Hoody for Convenience

Hoody may terminate these Terms or any Service for convenience on thirty (30) days' written notice to Customer.

9.3 Immediate Suspension by Hoody

Hoody may, in its sole discretion and without notice, suspend Customer's access to all or part of the Services where:

(a) Customer's use poses a security risk to Hoody, the Services, other customers, or third parties; (b) Customer's use threatens the integrity, performance, or availability of the Services or upstream infrastructure; (c) Customer's use may subject Hoody, its affiliates, or any third party to civil, regulatory, or criminal liability; (d) Hoody receives a credible report of ongoing harm to third parties caused by Customer's use; (e) Customer's prepaid balance is insufficient to cover continued use of the Services, or Customer's payment obligations are materially in arrears (see Section 13); (f) Customer's continued use is or becomes unlawful in a jurisdiction relevant to Hoody's operation; (g) A law enforcement or governmental authority has lawfully required suspension; (h) Customer is the subject of bankruptcy, insolvency, receivership, or similar proceedings; (i) Customer's conduct violates the AUP in a manner that warrants immediate action.

Hoody will use reasonable efforts to notify Customer of the suspension and the basis for it, except where notification is not possible or would be inadvisable (for example, where notification is prohibited by law or would prejudice an ongoing investigation).

9.4 Termination by Hoody for Cause

Hoody may terminate these Terms in whole or in part, with immediate effect and without further notice, where:

(a) Suspension under Section 9.3 has continued for more than thirty (30) days without remediation; (b) Customer materially breaches these Terms and the breach is not capable of cure or is not cured within seven (7) days after written notice; (c) Customer engages in fraud, misrepresentation, illegal activity, or willful misconduct; (d) Customer materially breaches the AUP in a manner that, in Hoody's reasonable judgment, warrants immediate termination (including, without limitation, hosting CSAM, operating malware command-and-control infrastructure, or facilitating violent extremism); (e) Hoody's continued provision of Services to Customer would violate applicable law, sanctions regimes, or export controls.

9.5 Effect of Termination

Upon termination of these Terms or any Service:

(a) Customer's access to the affected Services ends; (b) Customer's running workloads, including Containers, may be stopped, with the timing and treatment specified in Section 9.6; (c) Customer remains responsible for all fees accrued prior to termination; (d) The provisions of these Terms that by their nature should survive termination will survive (see Section 21); (e) Customer's data is retained or deleted as specified in Section 9.7.

9.6 Effect on Running Workloads

(a) Termination by Customer for convenience or termination by Hoody for convenience under Section 9.2: Hoody will allow Customer at least thirty (30) days following the effective termination date to access the Services for the purpose of exporting Customer Content. Containers will be stopped at the end of this period.

(b) Suspension under Section 9.3: Affected Containers may be stopped immediately. Customer Content remains stored, subject to Section 9.7, pending investigation. Customer may not run Containers during suspension.

(c) Termination for cause under Section 9.4: Affected Containers may be stopped immediately. Customer's right to access the Services for export purposes may be limited or denied at Hoody's discretion, particularly where Customer's continued access would prejudice an investigation or facilitate further harm.

9.7 Data Retention Post-Termination

Three distinct categories of data are affected by termination, with different handling:

(i) Customer account data held by Hoody. This is the data Hoody controls — account record, billing history, control plane metadata, audit logs, AI gateway routing metadata. Retention of these categories is governed by Hoody's general data retention policy (see Privacy Policy Section 10) and the obligations below.

(a) For terminations under Section 9.1 or 9.2 (convenience), Customer's account record and exportable account data are retained for thirty (30) days after the effective termination date, during which Customer may export them. After this period, Customer's account data is permanently deleted, except as required by law, regulation, or legal process to retain (such as accounting and tax records, which Hoody retains for the period required by applicable law).

(b) For terminations under Section 9.4 (cause), Customer's account data may be deleted on a shorter timeline, except as required by law to retain.

(ii) Customer Content stored on Bare Metal Servers. Container files, application data, databases, and other content stored on Customer's rented Bare Metal Server. Hoody does not control this data (per Privacy Policy Section 2.1) and accordingly does not retain or delete it on termination. The data center operator's terms govern decommissioning, disk-wipe, and storage release for the rented hardware.

(d) When Customer's Bare Metal Server rental ends, the underlying data center operator processes the hardware according to its own decommissioning procedures. Customer is responsible for exporting any Customer Content from the Bare Metal Server before the rental period ends.

(e) Hoody does not retain copies of Customer Content stored on Bare Metal Servers, except for any backups Customer has explicitly configured through Hoody features (such as snapshots), which are governed by the snapshot retention settings Customer configured.

(iii) Backup and incidental copies. Backup copies of account data held in Hoody's standard backup systems may persist beyond the periods above and are deleted in the ordinary course of those backup systems.

9.8 No Reinstatement Right

Hoody is under no obligation to reinstate any account, Service, or Customer Content after termination. Customer may submit an appeal in writing to appeals@hoody.com. Hoody will consider appeals in good faith but reserves sole discretion over reinstatement decisions.

9.9 Repeat Violator Policy

Where Hoody has terminated an account for cause under Section 9.4, the underlying individual or organization may not register a new account, whether under the same or different identifying information. Hoody reserves the right to identify and terminate accounts created in circumvention of this Section, and to deduplicate by payment method, IP address, device fingerprint, or other technical means.

10. Liability and Indemnification

10.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOODY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, ABSENCE OF VIRUSES OR HARMFUL COMPONENTS, UNINTERRUPTED OPERATION, ERROR-FREE OPERATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, HOODY DOES NOT WARRANT THAT (A) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, (B) THE SERVICES WILL BE COMPATIBLE WITH ANY THIRD-PARTY SOFTWARE, (C) DEFECTS WILL BE CORRECTED, OR (D) DATA WILL BE PRESERVED OR RECOVERED.

10.2 Limitation of Liability — Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOODY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION (CONTRACT, TORT, OR OTHERWISE), IS LIMITED TO THE GREATER OF:

(A) THE TOTAL FEES PAID BY CUSTOMER TO HOODY FOR THE SERVICE THAT GAVE RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) ONE HUNDRED UNITED STATES DOLLARS (USD 100).

THIS CAP IS PER-SERVICE AND PER-EVENT. THE CAP DOES NOT AGGREGATE ACROSS MULTIPLE SERVICES OR CLAIMS.

10.3 Carve-Outs from Cap

The limitations in Section 10.2 do not apply to:

(a) Liability that cannot be limited or excluded under applicable law (including, in jurisdictions where applicable, liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation); (b) Customer's payment obligations under Section 13; (c) Either party's indemnification obligations under Section 10.5 or 10.6; (d) Either party's breach of confidentiality obligations under Section 16; (e) Hoody's gross negligence or willful misconduct; (f) Customer's breach of Section 6 (Customer Content) where the breach causes liability to Hoody arising from third-party rights.

10.4 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, REPUTATION, DATA, OR USE, REGARDLESS OF THE FORM OF ACTION AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES MUTUALLY.

10.5 Customer Indemnification of Hoody

Customer will defend, indemnify, and hold harmless Hoody, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) Customer's use or alleged use of the Services; (b) Customer Content (including Agent Output); (c) Any action taken through Customer's account or Customer's Containers, whether by Customer, Customer's End Users, Customer's authorized AI agents, or any third party using Customer's credentials; (d) Customer's breach of these Terms, the AUP, or any applicable law; (e) Customer's violation of any third-party right, including intellectual property rights; (f) Any harm caused by Customer's use of the Services to any other Hoody customer or End User.

Customer's obligations under this Section 10.5 are not subject to the cap in Section 10.2.

10.6 Free Tier and No-Fee Use

Where Customer uses the Services on a free, no-fee, trial, or beta basis (see Section 12), the Services are provided AS-IS without warranty of any kind and Hoody's liability cap under Section 10.2 is reduced to USD 100.

11. Third-Party Services

11.1 Bare Metal Server Hosting

Hoody's Bare Metal Server offering is a managed compute product. The Hoody platform — including the Hoody Proxy, the container infrastructure, the AI gateway, and the control plane — runs on dedicated hardware that Hoody arranges in third-party data centers (such as OVH, Hetzner, and others available at the time of Customer's rental). Customer rents the managed product from Hoody; the underlying physical hardware is operated by the data center.

This means:

(a) Hoody is Customer's counterparty. Customer's contractual, billing, and support relationship for the Bare Metal Server and the Hoody platform running on it is with Hoody.

(b) Customer's recourse is with Hoody. For server-related issues (downtime, hardware failure, network problems, hardware delivery delays), Customer's recourse is to Hoody, subject to the limitations and disclaimers in these Terms (in particular Sections 7 (Service Levels) and 10 (Disclaimers, Liability, and Indemnification)).

(c) Operational facts. The data center operator performs hardware-layer operations (rack-and-stack, physical hardware, network provisioning at the data center boundary). Hoody operates the platform layer that turns the physical machine into the Hoody managed product (provisioning, monitoring, billing, customer support, the Hoody Proxy, and the Hoody platform's services).

(d) No endorsement of underlying providers. The presence of a specific data center operator in Hoody's offering does not constitute Hoody's endorsement of that operator, nor does it create any direct relationship between Customer and the operator.

11.2 Hoody AI Gateway and Underlying AI Providers

The Hoody AI gateway (ai.hoody.com) routes Customer's requests to third-party AI providers selected by Customer. The current list of upstream AI providers and aggregators is maintained as part of Hoody's sub-processor disclosures (see Privacy Policy §8.1). The list is updated from time to time as Hoody adds, removes, or changes upstream relationships.

(a) Default mode (pass-through with Customer-held credentials). In default mode, the gateway proxies Customer's requests to the upstream provider Customer has selected. Customer's API keys for upstream providers live in Customer's Containers on Customer's Bare Metal Server (see Privacy Policy §5.0); the gateway routes authenticated requests without Hoody storing or accessing the credentials. Hoody does not see the content of prompts or completions (per Privacy Policy §2.1(d)).

(a-bis) Authentication options. Customer may either: (i) configure Customer's own upstream-provider API keys for direct routing through the gateway ("bring your own key" / BYOK), or (ii) use Hoody's prepaid credit system, in which Customer prepays an AI Balance and the gateway settles upstream consumption against the balance. The architectural commitment in (a) — that upstream-provider API keys live on Customer's Bare Metal Server, not in Hoody's database — applies under both options.

(b) Customer-configured observability mode. Customer may configure Customer's Containers to operate the gateway in observability mode, in which Customer's Containers (not Hoody's infrastructure) intercept and log AI traffic. Hoody does not have access to observability-mode logs.

(c) Upstream variation. Each upstream AI provider has its own data handling practices, retention policies, training behavior, supported regions, and certifications. These vary significantly. Hoody surfaces upstream provider information to assist Customer's selection but does not warrant the accuracy of upstream provider commitments.

(d) Customer's selection responsibility. Customer is responsible for selecting an appropriate upstream provider for Customer's use case, including verifying the upstream provider's data handling, retention, training behavior, regional availability, and any required certifications.

(e) Hoody pass-through controls. Hoody passes through Customer's selected privacy controls (no-training flags, ZDR settings, regional routing) to the upstream provider where the upstream provider's API supports it. Hoody does not warrant that any specific control is supported by every upstream provider.

(f) No liability for upstream behavior. Hoody is not liable for the outputs, content, accuracy, availability, training behavior, or data handling of any third-party AI provider. Customer's recourse for upstream-provider failures lies with the upstream provider, subject to the limitations the upstream provider's terms place on direct claims by Customer.

(g) No HIPAA / PHI routing. As of the date of these Terms, the AI gateway does not support routing of HIPAA-regulated PHI. No Business Associate Agreement is in place between Hoody and any upstream provider. Customer must not route PHI through the gateway. See AUP §2.1.

(h) Upstream right to suspend. Where an upstream provider notifies Hoody that Customer's traffic must be suspended (due to AUP violation, terms violation, sanctions concerns, or other reasons), Hoody will suspend Customer's access to that route. See AUP §7.4. Hoody is not liable for upstream-required suspensions.

11.3 Other Third-Party Services and Integrations

Where Customer uses third-party services through the Services (including but not limited to payment processors, storage backends, OAuth identity providers, and analytics providers):

(a) Such use is subject to the third party's separate terms; (b) Hoody disclaims all liability for the third party's acts, omissions, and outputs; (c) Hoody may, at its discretion, disclose to the third party such information as is necessary to provide the integration.

11.4 Upstream AI Provider Flow-Down Obligations

Customer's use of the Hoody AI gateway is subject to the upstream AI providers' terms. Customer specifically acknowledges and agrees to the following flow-down obligations.

(a) Compliance with upstream behavioral terms. Customer's use of any route through the gateway must comply with the applicable upstream provider's acceptable use policy and usage policy (i.e., the rules governing what Customer's traffic may contain and how Customer may use the AI capability — for example, prohibitions on CSAM, malware, biometric categorization, or specific high-risk applications). Where the upstream provider's behavioral terms are more restrictive than these Terms or Hoody's AUP for that route, the upstream provider's behavioral terms govern that route. Hoody flows down upstream provider behavioral restrictions in the AUP where reasonably possible but cannot enumerate every upstream provider's complete usage policy.

For the avoidance of doubt, this clause does not flow down to Customer the commercial terms of Hoody's contracts with upstream providers (such as resale restrictions, capacity commitments, or pricing arrangements). Such commercial terms are between Hoody and the upstream provider; Customer's contract for use of the gateway is with Hoody under these Terms.

(b) Output reliance disclosure. Customer acknowledges that AI outputs may be inaccurate, incomplete, misleading, or out of date. Customer is responsible for evaluating outputs for appropriateness and accuracy before relying on them. Customer must communicate this output limitation to Customer's own end users where applicable. See AUP §3.1.

(c) No training competing models. Customer must not use prompts sent to or completions received from upstream AI providers (via the gateway) to train, fine-tune, evaluate, or develop AI models that compete with the upstream providers. See AUP §3.2.

(d) Brand and attribution restrictions. Customer must not use the trademarks of any upstream AI provider or aggregator without authorization, claim endorsement or partnership without authorization, or attribute AI outputs to upstream providers as official statements. See AUP §3.4.

(e) Sensitive data restrictions. Customer must not route PHI through the gateway (§11.2(g) and AUP §2.1). Customer must not route GDPR Article 9 special-category data without ensuring a valid lawful basis and that the upstream provider's terms permit such use (AUP §2.2). Customer must not use the gateway for biometric categorization to infer protected attributes (AUP §2.3) or for prohibited surveillance use cases (AUP §2.4).

(f) Supported regions. Customer must comply with the upstream provider's supported-regions policy. Customer is responsible for ensuring traffic does not originate from or target sanctioned regions for the relevant upstream provider. Hoody does not enforce per-upstream regional restrictions at the gateway level.

(g) No resale of Hoody's gateway capacity. Customer must not resell, sublicense, or rent the Hoody AI gateway to third parties, or operate an aggregator on top of the gateway. Customer may build products and services that wrap the gateway as infrastructure for the customer's own end users (in which case Customer remains responsible for End User compliance with these Terms and the AUP), but Customer may not operate the gateway capacity as a wholesale offering to third parties unrelated to Customer's product.

(h) High-risk use cases. For high-risk AI use cases (legal, healthcare, insurance, finance, employment, housing, education-admissions, journalism, public-sector services), Customer warrants that Customer implements (i) a qualified-professional human-in-the-loop and (ii) AI disclosure to affected individuals at session start. See AUP §1.8.

(i) Consumer chatbot disclosure. For consumer-facing chatbots or conversational interfaces powered by AI through the gateway, Customer warrants that the chatbot discloses its AI status to users at minimum at the start of each chat session. See AUP §1.9.1.

(j) Cooperation with upstream investigations. Customer cooperates with Hoody's investigations of upstream-provider concerns about Customer's deployment, including providing reasonable information necessary to address upstream concerns.

(k) Personal data warranty. Customer warrants Customer has all rights, permissions, consents, and lawful bases to submit personal data through the gateway for the processing Customer has configured.

(l) No AI output IP indemnity. Hoody does not indemnify Customer for third-party intellectual property claims arising from AI outputs returned through the gateway. Customer's recourse for output-related IP claims, if any, lies with the upstream AI provider directly, subject to the upstream provider's terms.

11.5 No Endorsement

Inclusion of a third-party service in Hoody's offering, gateway, or integrations does not constitute Hoody's endorsement of that service.

12. Beta and Experimental Services

From time to time, Hoody may offer Services or features designated as "beta", "preview", "experimental", "alpha", "labs", or similar. These services ("Beta Services") are provided AS-IS without any warranty, support obligation, or service level commitment.

Without limiting other rights:

(a) Hoody may modify, suspend, or discontinue any Beta Service at any time and without notice; (b) The liability cap in Section 10.2 is reduced to USD 100 for Beta Services; (c) Customer is advised not to use Beta Services for production workloads, regulated data, or content of material economic value; (d) Beta Services may store or process Customer Content in ways that differ from production Services; Customer should not store personal data or regulated data in Beta Services without first reviewing Hoody's documentation for that Beta Service; (e) On discontinuation of a Beta Service, Customer Content stored within it may be deleted without notice.

Information about a Beta Service that Hoody designates as confidential is subject to Section 16.

13. Pricing, Billing, and Payments

13.1 The Two-Balance System

Hoody operates a two-balance system:

(a) The General Balance is used for infrastructure consumption (Bare Metal Server rental, Container resources, storage, network, and similar).

(b) The AI Balance is used for consumption of the Hoody AI gateway, drawn against Customer's selected AI provider rates.

Funds added to one balance may not be transferred to the other except as Hoody may from time to time permit.

13.2 Payment Methods

Hoody accepts:

(a) Credit and debit cards through Stripe. No additional Hoody fee. Card details are processed by Stripe under PCI DSS Level 1 standards; Hoody does not store card numbers.

(b) Cryptocurrency through a third-party cryptocurrency payment processor. Processing fees may apply and are shown at checkout. Customer is responsible for blockchain confirmation timing. Cryptocurrency payments, once confirmed, are irreversible. Hoody cannot reverse, refund, or recover cryptocurrency payments under any circumstance.

(d) PaymentWall and PayPal, where offered, subject to those processors' separate terms.

Hoody may add, remove, or modify accepted payment methods at any time.

13.3 Pricing and Billing Model

Reference pricing for the platform's main offerings is published at https://hoody.com/pricing. Pricing for individual Bare Metal Servers is shown in the Hoody dashboard at the time of selection, since available servers and their pricing vary based on the underlying data center, hardware configuration, and availability at the time of rental.

(a) Consumption-based and prepaid balance. Hoody operates a prepaid credit model. Customer adds funds to the General Balance and/or AI Balance and consumption is deducted as Services are used. There are no recurring charges to Customer's payment method except as described in (c) below.

(b) Renewal from prepaid balance. Where Customer has rented a Bare Metal Server, Hoody renews the rental at the end of each rental period by deducting the next-period fee from Customer's General Balance, provided Customer's balance is sufficient and Customer has not disabled this behavior. If Customer's balance is insufficient at the time of renewal, the rental is not renewed and Section 9 (Suspension and Termination) applies.

(c) Optional auto-top-up of balance from card. Customer may, at Customer's option, opt in to automatic top-up of Customer's General Balance and/or AI Balance from Customer's saved payment method when the balance falls below a Customer-set threshold. Auto-top-up is an opt-in feature and is not enabled by default. Customer may disable auto-top-up at any time. Each auto-top-up charge is a separate transaction; Customer's authorization for auto-top-up may be withdrawn at any time, with the withdrawal effective for future top-ups.

(d) Pricing changes. Hoody may change pricing at any time. Pricing changes apply to consumption from the date specified in the notice. For any active recurring subscriptions Hoody may offer in the future, price changes take effect at the start of the next billing cycle following thirty (30) days' notice.

13.4 Refund Policy

(a) General Balance and AI Balance funds are non-refundable once added, except where required by applicable law.

(b) Balances are non-transferable between accounts. Hoody does not facilitate transfers of General Balance or AI Balance from one Customer's account to another Customer's account or to any third party. Balances are tied to the registered account and may be used only by Customer for Customer's own consumption of the Services.

(d) Subscription fees (where offered) are non-refundable for partial periods.

(e) Cryptocurrency payments are not refundable under any circumstance. Customer accepts this risk by selecting cryptocurrency as the payment method.

(f) Hoody may, at its sole discretion, issue goodwill credits or refunds in cases of Service failure, billing errors, or other circumstances Hoody determines warrant such treatment. The exercise of this discretion in one case does not create an obligation in any other case.

13.5 Disputed Charges

Customer must dispute any charge in writing within sixty (60) days after the date of the charge. Disputes must be submitted to billing@hoody.com with sufficient detail for Hoody to investigate. Charges not disputed within this period are deemed accepted.

13.6 Late Payment

Where Customer is invoiced for amounts due:

(a) Payment is due within thirty (30) days of invoice date unless otherwise specified; (b) Overdue amounts accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower; (c) Hoody may suspend or terminate Services for non-payment under Section 9; (d) Customer is responsible for reasonable costs of collection, including legal fees.

13.7 Taxes

Pricing is exclusive of taxes. Customer is responsible for all applicable taxes, duties, and similar charges (including Hong Kong profits tax where Customer is a Hong Kong tax resident, EU VAT where applicable, and any equivalent in Customer's jurisdiction). Where Hoody is required to collect taxes, Hoody will add them to invoices. Where Customer claims a tax exemption, Customer must provide valid documentation.

13.8 Forfeiture on Termination

On termination of Customer's account for cause under Section 9.4, any unspent General Balance and AI Balance is forfeit, except where forfeiture is prohibited by applicable law.

14. Intellectual Property

14.1 Hoody IP

Hoody, its affiliates, and licensors own all right, title, and interest in and to the Services, including all software, infrastructure, documentation, designs, trademarks, logos, and trade names ("Hoody IP"). Subject to these Terms, Hoody grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services and the Hoody documentation for Customer's internal business purposes during the term of these Terms.

14.2 Restrictions

Customer may not, and may not permit any third party (including any AI agent acting under Customer's authorization) to:

(a) Reverse engineer, decompile, disassemble, or attempt to derive the source code of any Hoody software, except to the extent such restriction is prohibited by applicable law and Customer has notified Hoody; (b) Modify, adapt, or create derivative works of the Services; (c) Resell, redistribute, sublicense, or rent the Services, except as expressly permitted in writing by Hoody; (d) Remove or alter any proprietary notices, branding, or attributions in the Services; (e) Use the Services to develop a product or service that competes with the Services, where such use exploits non-public information about the Services obtained through Customer's use; (f) Use Hoody's trademarks except as expressly permitted in writing; (g) Use the Hoody AI gateway to scrape, distill, or reverse-engineer any upstream AI model, or to train, fine-tune, evaluate, or otherwise develop AI models that compete with the upstream AI providers reachable through the gateway. This restriction flows down obligations Hoody has to upstream AI providers and aggregators. See AUP §1.6(g) and §3.2.

14.3 Open Source Components

The Services include open-source software components, which are subject to their respective licenses. A list of such components is available on request to legal@hoody.com. Where the open-source license terms conflict with these Terms, the open-source license governs as to that component.

14.4 Customer Trademarks

Customer may, but is not required to, identify itself as a Customer of the Services in Customer's own marketing materials. Hoody may identify Customer as a customer (using Customer's name and logo) only with Customer's prior written consent or where Customer has explicitly opted in. Press releases referencing Customer require mutual prior written approval, not to be unreasonably withheld.

14.5 Feedback

If Customer provides Hoody with suggestions, ideas, comments, or other feedback regarding the Services ("Feedback"), Customer grants Hoody a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable, sublicensable license to use, modify, exploit, and incorporate the Feedback for any purpose. Hoody is not obligated to attribute Feedback to Customer and is free to develop products and features that may compete with or substitute for products developed using ideas similar to Feedback.

14.6 Right to Compete

Nothing in these Terms restricts Hoody from developing, acquiring, licensing, marketing, or distributing products or services that perform the same or similar functions as Customer's products or services, or from working with third parties who are or may become Customer's competitors.

15. Service Levels

15.1 No SLA on Free or Self-Serve Tiers

Customer is entitled to no service level agreement, uptime commitment, or service credits on free, trial, or self-serve plans, except as may be expressly stated in writing for specific plans.

15.2 Enterprise SLA

For plans designated by Hoody as "Enterprise" or where a separate SLA has been signed between Hoody and Customer, the SLA terms in that document govern. The SLA is incorporated into these Terms by reference.

15.3 SLA Exclusions

Where an SLA applies, no service credit is owed for unavailability or degraded performance arising from:

(a) Events beyond Hoody's reasonable control, including force majeure (Section 17), third-party acts, internet disturbance, hardware or software failure of third-party providers, or upstream hosting provider outages; (b) Customer's breach of these Terms or the AUP; (c) Customer's misuse of the Services or misconfiguration of Customer's Containers, networks, or applications; (d) Suspension under Section 9.3; (e) Scheduled maintenance, where Hoody has provided at least 24 hours' notice; (f) Emergency maintenance reasonably necessary to address security or integrity threats; (g) Hacking, denial-of-service attacks, or other malicious third-party action; (h) Beta Services (Section 12).

15.4 Service Credits as Sole Remedy

Where service credits are payable under an SLA, they constitute Customer's sole and exclusive remedy for the relevant unavailability or degradation, and Customer waives all other claims, demands, or actions. No service credit is payable where Customer has unpaid invoices.

15.5 Right to Modify SLA

Hoody may modify any SLA terms with at least ninety (90) days' prior notice for adverse changes.

16. Confidentiality

16.1 Definition

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential at the time of disclosure or that the Recipient should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation:

(a) Technical, financial, business, marketing, or operational information; (b) The existence and substance of negotiations relating to Customer's account; (c) The pricing terms applicable to Customer's account, where individually negotiated; (d) The contents of Hoody's documentation that is not publicly available.

The Services themselves and Hoody's underlying technology are Hoody's Confidential Information. Customer Content is Customer's Confidential Information.

16.2 Obligations

Each party will (a) use Confidential Information only as necessary to perform under these Terms; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in any event no less than reasonable care; and (c) limit access to Confidential Information to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as these.

16.3 Exceptions

The obligations in Section 16.2 do not apply to information that:

(a) Was rightfully known to the Recipient without obligation of confidentiality before receipt from the Discloser; (b) Becomes publicly available without breach of these Terms by the Recipient; (c) Is rightfully received from a third party without obligation of confidentiality; (d) Is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

16.4 Compelled Disclosure

If the Recipient is required by law, regulation, or legal process to disclose Confidential Information, the Recipient will, where lawfully permitted, give the Discloser prompt written notice and reasonable cooperation to seek protective treatment.

16.5 Survival

Confidentiality obligations survive termination of these Terms for five (5) years for general Confidential Information and indefinitely for trade secrets.

17. Force Majeure

Neither party is liable for any failure or delay in performance under these Terms (other than payment obligations) caused by an event beyond the party's reasonable control, including without limitation: acts of God, war, hostilities, terrorism, civil unrest, epidemics, pandemics, government actions, embargoes, labor disputes, fires, floods, earthquakes, severe weather, power outages, telecommunications or internet failures, hacking, denial-of-service attacks, and disruption of upstream service providers ("Force Majeure Event").

The affected party will (a) notify the other party promptly of the Force Majeure Event and its expected duration; (b) use commercially reasonable efforts to limit its effects and resume performance; and (c) continue to perform any obligations not affected by the Force Majeure Event.

If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected Services on written notice to the other.

18. Modifications to These Terms

18.1 Right to Modify

Hoody may modify these Terms from time to time. Modifications take effect on the date the modified Terms are posted at https://hoody.com/terms, which is reflected in the "Last Updated" date at the top of the Terms. Customer is responsible for checking the Terms periodically for changes.

Where a modification materially reduces Customer's rights or materially increases Customer's obligations (a "Materially Adverse Modification"), Hoody will use commercially reasonable efforts to notify Customer in advance, by email to the address on Customer's account, in-product notification, or other reasonable means.

18.2 Acceptance of Modifications

Customer's continued use of the Services after the effective date of a modification constitutes acceptance of the modified Terms. If Customer does not agree to a Materially Adverse Modification, Customer's sole remedy is to terminate Customer's account.

18.3 No Retroactive Effect

Hoody will not retroactively modify these Terms to apply to acts or omissions occurring before the effective date of the modification.

19. Governing Law and Dispute Resolution

19.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Hong Kong, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Mandatory Negotiation

Before initiating any formal dispute resolution, the parties will attempt to resolve the dispute through good-faith negotiation for at least thirty (30) days, beginning on written notice from one party to the other describing the dispute.

19.3 Arbitration

Any dispute, controversy, or claim arising out of or in connection with these Terms (including its existence, validity, interpretation, performance, breach, or termination), which is not resolved under Section 19.2, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

(a) The seat of arbitration is Hong Kong. (b) The number of arbitrators is one. (c) The language of the arbitration is English. (d) The arbitral award is final and binding on the parties.

19.4 Class Action Waiver

To the maximum extent permitted by applicable law, each party waives the right to participate in any class, collective, or representative action against the other. Any arbitration or court proceeding will be conducted on an individual basis only.

19.5 Carve-Out for Injunctive Relief

Notwithstanding Section 19.3, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent or stop:

(a) Unauthorized disclosure of Confidential Information; (b) Infringement of intellectual property rights; (c) Violations of Section 7 (Network Egress) by Customer that pose ongoing harm to third parties.

19.6 Limitation Period

Any claim arising under these Terms must be brought within two (2) years after the cause of action arose. Claims brought after this period are time-barred.

19.7 Consumer Carve-Out

If Customer is a consumer (as defined under applicable consumer protection law) in a jurisdiction where mandatory consumer protection law overrides the dispute resolution provisions of this Section 19, those mandatory provisions apply to the extent of the conflict, and the remainder of this Section 19 continues in full force.

20. Export Control and Sanctions

20.1 Compliance

Customer warrants and agrees that Customer's use of the Services complies, and will continue to comply, with all applicable export control and sanctions laws and regulations, including:

(a) United States laws administered by the Office of Foreign Assets Control (OFAC) and the Bureau of Industry and Security (BIS), including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR); (b) EU Regulation 2021/821 on dual-use items; (c) UK export control and sanctions regulations; (d) Hong Kong import and export control laws and the United Nations Sanctions Ordinance; (e) Sanctions and export control laws of any other jurisdiction applicable to Customer.

20.2 Ongoing Obligation

The eligibility warranties in Section 2.1 are continuing. If Customer becomes ineligible at any time during use of the Services, Customer must promptly notify Hoody at legal@hoody.com and cease using the Services.

20.3 Hoody's Right to Refuse

Hoody may refuse, suspend, or terminate Services to any person or entity Hoody reasonably determines to be ineligible under Section 2.1 or to have violated this Section 20.

20.4 Dual-Use Acknowledgment and AI-Specific Regulation

Customer acknowledges that:

(a) The Services may be considered dual-use technology under applicable export control laws, and that Customer's use of the Services to develop, train, or deploy AI systems may be subject to specific export control regimes. Customer is responsible for assessing and complying with such regimes, including without limitation US BIS controls on advanced AI compute and AI model weights.

(b) Customer's use of the Hoody AI gateway is subject to applicable AI-specific law, including the EU AI Act (Regulation (EU) 2024/1689), where Customer's deployment falls within its territorial or material scope. Customer is responsible for determining its role under the AI Act (provider, deployer, distributor, importer) and complying with the corresponding obligations. The Hoody AUP §1.7 (Universal Usage Standards), §1.8 (High-Risk Use Case overlay), §1.9 (Per-Context obligations), §2.3 (biometric categorization prohibition), and §2.4 (surveillance use cases prohibition) are calibrated to satisfy the prohibitions in EU AI Act Article 5 and the transparency obligations of Article 50 with respect to traffic routed through Hoody. Compliance with these AUP sections does not necessarily satisfy all AI Act obligations applicable to Customer's specific deployment.

(c) Customer must not use the Services or AI gateway for any purpose prohibited under EU AI Act Article 5, regardless of the geographic location of Customer or End Users.

21. General Provisions

21.1 Assignment

Customer may not assign these Terms, in whole or in part, without Hoody's prior written consent (not to be unreasonably withheld), except that Customer may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all of Customer's assets, with notice to Hoody.

Hoody may assign these Terms, in whole or in part, to:

(a) An affiliate of Hoody; (b) A successor in interest in connection with a merger, acquisition, reorganization, or sale of substantially all of Hoody's business or assets; (c) Any entity that succeeds to Hoody's contracting role with Customer in connection with a corporate restructuring or jurisdictional migration.

Customer consents in advance to any assignment described in (a), (b), or (c). On any such assignment, the assignee succeeds to all of Hoody's rights and obligations under these Terms.

21.2 Survival

The following provisions survive termination of these Terms: Sections 5 (Account Security — only with respect to obligations relating to events occurring before termination), 6 (Customer Content — ownership), 9.5 through 9.9 (Effect of Termination, Data Retention, Repeat Violators), 10 (Liability and Indemnification), 13 (Pricing and Billing — only with respect to amounts accrued before termination), 14 (IP — ownership and feedback license), 16 (Confidentiality — for the period specified in 16.5), 19 (Governing Law and Dispute Resolution), 20 (Export Control), this Section 21, and any other provision that by its nature is intended to survive.

21.3 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent. The remaining provisions continue in full force. If the class action waiver in Section 19.4 is held unenforceable, the entire arbitration agreement in Section 19.3 is unenforceable.

21.4 Entire Agreement

These Terms (including the AUP, Privacy Policy, DPA where applicable, and any Service-Specific Terms incorporated by reference) constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous communications, negotiations, and agreements.

No provision in any purchase order, invoice, vendor onboarding form, electronic procurement portal, or similar document submitted by Customer will modify these Terms or be binding on Hoody. Any such document is for administrative convenience only.

21.5 No Waiver

A party's failure or delay in exercising any right under these Terms is not a waiver of that right. Any waiver must be in writing signed by the waiving party.

21.6 Notices

(a) Notices to Hoody must be sent to legal@hoody.com for general legal matters, security@hoody.com for security incidents, abuse@hoody.com for abuse reports, billing@hoody.com for billing disputes, and appeals@hoody.com for suspension appeals. Hoody may designate other addresses by notice.

(b) Notices to Customer may be sent to the email address on Customer's account or by in-product notification. Customer is responsible for keeping account contact details current.

(c) Email notice is effective when sent. Customer acknowledges that spam-filter or email-delivery failures are at Customer's risk.

21.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

21.8 No Third-Party Beneficiaries

Except as expressly provided in Section 10 (which extends to Hoody's affiliates and personnel), these Terms do not create any rights in favor of any third party.

21.9 Headings

Section headings are for convenience only and do not affect interpretation.

21.10 Language

These Terms are in English. Any translation is for convenience only. In the event of a conflict between the English version and any translation, the English version controls.

21.11 Successor Entity Migration

Customer acknowledges that Hoody's corporate structure may change in connection with future events, including without limitation reorganizations, restructurings, investment events, or jurisdictional moves. On any such change, these Terms continue to apply between Customer and the successor entity, which will assume all of Hoody Limited's rights and obligations under these Terms. Hoody will provide reasonable notice to Customer of any such change. Customer's continued use of the Services after notice of the migration constitutes acceptance of the substitution of the contracting party.

22. Contact

For all matters relating to these Terms:

Hoody Limited, a company incorporated in Hong Kong (Companies Registry number on file) Registered office: Rm 32, 11/F Lee Ka Industrial Building, 8 Ng Fong Street, San Po Kong, Kowloon, Hong Kong Email: legal@hoody.com Web: https://hoody.com

For specific matters: see Section 21.6.