These Product Terms of Use (the “Terms”) govern your access to and use of the agentic reasoning platform, local enforcement tools, and cloud services offered by Sudoviz Inc., a Delaware corporation (“Sudoviz,” the “Company,” “we,” or “us”).
PLEASE READ THESE TERMS CAREFULLY. THIS IS A BINDING LEGAL AGREEMENT BETWEEN YOU (THE “CUSTOMER” OR “YOU”) AND SUDOVIZ. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the Services.
If Customer and Sudoviz have executed a separate Master Services Agreement (MSA) or similar customized enterprise agreement, the terms of that signed agreement shall supersede these online Terms to the extent of any conflict.
1. Services, Support, and Agentic Execution
1.1 The Services
Sudoviz provides a code reasoning engine designed to catch non-deterministic output anomalies, identify business logic errors, and enforce security policies. The “Services” encompass our cloud-hosted SaaS platform, application programming interfaces (APIs), and any associated documentation.
1.2 Local Tools and Enforcement
To execute real-time code analysis and runtime enforcement without relying on passive data retrieval, Sudoviz provides downloadable software, including Command Line Interface (CLI) tools, IDE extensions, local agents, and runtime firewalls (collectively, the “Local Tools”). Subject to these Terms, Sudoviz grants Customer a limited, non-exclusive, non-transferable, revocable license during the Term to install and execute the Local Tools strictly within Customer’s authorized development environments to interface with the Services.
1.3 Support and SLAs
Sudoviz will use commercially reasonable efforts to provide technical support and maintain uptime for the cloud-hosted components of the Services in accordance with the Sudoviz Service Level Agreement (SLA).
2. Authorized Use and Responsibilities
2.1 The Intuition Engineer
The Services are built to empower human operators by surfacing high-signal logic flaws and semantic drift. Customer is responsible for ensuring that all authorized users utilizing the Services possess the necessary technical context to act as reviewers (e.g., developers, security analysts, or “Intuition Engineers”). Customer is strictly responsible for all actions taken through its accounts and for maintaining the security of its execution environments, API keys, and authentication tokens.
2.2 General Restrictions
Customer shall not, directly or indirectly:
- Reverse engineer, decompile, disassemble, or attempt to derive the source code, deterministic rulesets, or agentic formal methods of the Services or Local Tools.
- Modify, translate, or create derivative works based on the Services.
- Intercept, manipulate, or spoof local telemetry or execution data transmitted between the Local Tools and the Sudoviz cloud environment.
- Access or use the Services to build a competitive reasoning engine, security scanner, or AI-driven developer tool.
- Use the Services for timesharing, service bureau purposes, or to process the codebases of third parties without explicit authorization.
2.3 Suspension
Sudoviz may temporarily suspend access to the Services or disable Local Tools if: (i) Customer materially breaches these Terms; (ii) Sudoviz detects anomalous, malicious, or abusive execution patterns originating from Customer’s environment; or (iii) suspension is necessary to protect the integrity of the Sudoviz infrastructure.
3. Confidentiality, Code Privacy, and Intelligence
3.1 Proprietary Rights
Customer retains all right, title, and interest in and to all proprietary source code, internal business logic, and data submitted to the Services (“Customer Data”). Sudoviz retains all right, title, and interest in the Services, Local Tools, underlying AI models, and generalized logic-detection algorithms.
3.2 Code Isolation and Model Training
Sudoviz recognizes the critical sensitivity of Customer Data. By default, code payloads processed for analysis are evaluated in memory and are not retained at rest on Sudoviz servers. Sudoviz explicitly agrees that it will not use Customer Data, proprietary source code, or private vulnerability outputs to train, fine-tune, or otherwise improve its foundational AI models.
3.3 Telemetry and Aggregated Data
Sudoviz may collect diagnostic telemetry, execution metrics, and anonymized performance data from the Local Tools and Services (e.g., latency of a scan or the volume of rules triggered). Sudoviz may use this aggregated, de-identified telemetry to optimize system performance and refine its reasoning architecture.
3.4 Threat and Vulnerability Intelligence
Sudoviz retains all right, title, and interest in its proprietary threat intelligence database, including but not limited to deterministic rulesets, unverified generation patterns, logic-error signatures, and agentic threat vectors (collectively, “Vulnerability Intelligence”). The Services may dynamically update Local Tools with this Vulnerability Intelligence to perform execution-time analysis. Customer agrees that it shall not extract, scrape, copy, or reverse-engineer the Vulnerability Intelligence or use the Services for the purpose of mapping or replicating Sudoviz’s proprietary rulesets.
3.5 Global Rule Improvement
While Sudoviz strictly adheres to the zero-retention and model-training boundaries established in Section 3.2 regarding Customer Data, Sudoviz may utilize highly aggregated, fully anonymized metadata (e.g., the statistical frequency of a specific logic flaw category across environments) to update and improve its global Vulnerability Intelligence. This metadata will never contain Customer source code, proprietary business logic, or identifiable environment variables.
4. Payment of Fees
4.1 Fees and Billing
Customer will pay all fees specified in the applicable Order Form or online checkout portal. Fees are based on the tier of Services purchased and are non-refundable except as expressly provided herein.
4.2 Payment Terms
Unless otherwise specified, all invoices are due thirty (30) days from the invoice date. Unpaid amounts are subject to a finance charge of 1.5% per month on the outstanding balance, plus all reasonable expenses of collection. Customer is responsible for all applicable taxes associated with the Services, excluding taxes based on Sudoviz’s net income.
5. Term and Termination
5.1 Term
This Agreement commences on the date Customer first accepts it and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated.
5.2 Termination for Cause
Either party may terminate this Agreement if the other party: (i) materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice; or (ii) becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation.
5.3 Effect of Termination
Upon termination, Customer’s right to access the Services and execute the Local Tools immediately ceases. Customer must securely delete all copies of the Local Tools and associated API keys from its environments.
6. Warranties and Disclaimers
6.1 Mutual Warranties
Each party represents that it has the legal power and authority to enter into this Agreement.
6.2 Probabilistic Systems and AI Disclaimer
Customer acknowledges that the SaaS Services utilize artificial intelligence, large language models, and agentic reasoning units to analyze code and identify logic flaws. Due to the probabilistic and non-deterministic nature of these technologies, Sudoviz does not and cannot warrant that the Services will function as an absolute or deterministic proof of correctness. Specifically, Sudoviz makes no representation or warranty that the Services will: (a) identify every non-deterministic output anomaly, semantic drift, security vulnerability, or unverified generation (commonly referred to in the industry as “AI hallucinations”); (b) produce outputs or remediations that are entirely free from errors or logic flaws themselves; or (c) prevent unauthorized access, data breaches, or system failures.
6.3 Human-in-the-Loop and Customer Responsibility
The Services are designed to function as an advanced reasoning aid to augment human engineering oversight, not to replace it. Customer acknowledges that the safe deployment of code remains dependent on the judgment of its own personnel. Customer is solely responsible for independently verifying, testing, and validating all code, alerts, remediations, and outputs generated or reviewed by the Services before deploying such code into any production environment. Sudoviz assumes no liability for any code shipped, merged, or executed by Customer, regardless of whether it was scanned or modified by the Services.
6.4 General Disclaimer
Except as expressly provided herein, the Services and Local Tools are provided “as is” and “as available.” Sudoviz disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
7. Indemnification
Customer will defend Sudoviz against any claim, demand, suit, or proceeding made or brought against Sudoviz by a third party arising from Customer’s violation of applicable law or Customer’s unauthorized use of the Services, and will indemnify Sudoviz for any damages, attorney fees, and costs finally awarded against Sudoviz as a result of such claim.
8. Limitation of Liability
8.1 Exclusion of Indirect and Consequential Damages
In no event will Sudoviz, its affiliates, or its licensors be liable under or in connection with this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise, for any: (i) indirect, incidental, consequential, exemplary, special, enhanced, or punitive damages; (ii) loss of business, revenues, or profits; (iii) loss of goodwill or reputation; (iv) business interruption; (v) use, inability to use, loss, corruption, or recovery of any data or codebase; or (vi) costs associated with a cybersecurity breach, incident response, or replacement of goods or services, in each case regardless of whether Sudoviz was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.
8.2 Liability Cap
In no event will the aggregate liability of Sudoviz, its affiliates, and its licensors arising out of or related to this Agreement, whether arising under or related to breach of contract, tort (including negligence), strict liability, or any other legal or equitable theory, exceed the total amounts paid or payable to Sudoviz under this Agreement in the twelve (12) months preceding the event giving rise to the claim.
9. Miscellaneous
9.1 Governing Law and Venue
This Agreement and any disputes arising out of it will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The state and federal courts located in Delaware shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.
9.2 Independent Contractors
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
9.3 Assignment
Customer may not assign this Agreement without the prior written consent of Sudoviz, except in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets.
9.4 Entire Agreement and Modifications
These Terms, including any referenced Order Forms, constitute the entire agreement between the parties regarding the subject matter hereof. No terms stated in a Customer purchase order or similar document shall be incorporated into this Agreement. Sudoviz reserves the right to modify these Terms at any time; material changes will be communicated via email or an in-app notification. Continued use of the Services after such notice constitutes acceptance of the modified Terms.