The agreement addresses account registration, account security responsibilities, and restrictions on account sharing, but lacks granular procedures for account suspension and termination. Suspension criteria are broad (based on DeepJudge's reasonable determination of illegal activity) without explicit notice or appeal mechanisms. Account deletion obligations are clear only for the company, not for procedures affecting customer accounts.
DeepJudge defers detailed privacy protections to a separate Data Processing Addendum (DPA) available at the stated URL, which indicates GDPR compliance infrastructure. Within the main agreement, the company commits to no third-party sharing of usage data, provides a clear definition of what usage data is collected, and requires prior consent for AI training. However, privacy details are split across documents, and the main agreement contains limited transparency about specific security measures (relegated to Annex 2 of the DPA).
Liability limitations are prominently displayed in all capital letters and comprehensively drafted. The company disclaims all warranties except those explicitly stated. Consequential damages, lost profits, and business interruption are excluded. Liability is capped at fees paid in the prior 12 months. Carve-outs exist for fraud, willful misconduct, IP infringement, and payment obligations. By B2B standards this is well-crafted; the disclaimer is not unconscionable but heavily favors the vendor.
Billing and subscription terms are clearly disclosed but carry some friction for cancellation. Auto-renewal is explicitly stated with a 3-month advance notice requirement to terminate, significantly longer than typical consumer standards. Invoicing occurs promptly (within 10 days), and payment terms are 30 days. Late payment penalties are reasonable (5% per annum). However, there is no mention of trial periods, refund policies, or pro-rated refunds on early termination.
The agreement specifies Swiss law and exclusive venue in Zürich courts. Notably, there is no mandatory pre-dispute arbitration, no class-action waiver, and no jury trial waiver. These omissions are positive from a consumer-protection standpoint. However, the exclusive Zürich venue is geographically disadvantageous for most users outside Switzerland, and Swiss law may lack some consumer protections found in other jurisdictions. The dispute resolution structure is simple but potentially costly for distant parties.
The indemnification structure is reciprocal and reasonably balanced. DeepJudge indemnifies the customer against third-party claims that the service infringes intellectual property rights. In return, the customer indemnifies DeepJudge only for claims related to Customer Data, not for the company's own negligence or misuse of the service. The indemnifying party retains sole control of defense and settlement, with the indemnified party having notice and cooperation obligations. This is a fair allocation for B2B.
The agreement clearly defines acceptance through multiple methods (signature, click-through, or account access) and explicitly lists services via Order Form reference. Scope is well-defined across Cloud, On-Premises, and Hybrid deployments with specific handling for each. However, no plain-language summary accompanies the legal terms, and this is a take-it-or-leave-it standard form contract without meaningful negotiation opportunity.
DeepJudge provides strong protections for customer intellectual property. Customers retain all rights to their data and workflow configurations. Critically, the agreement explicitly prohibits using customer data to train AI models without prior written consent. Workflow ownership is clearly delineated: customers own the business logic they author, while DeepJudge retains IP in the underlying service platform. The feedback clause grants DeepJudge broad rights but is standard for B2B.
This agreement provides strong protection against unilateral modification. The terms explicitly require that any amendments be agreed in writing and signed by both parties. This effectively prevents DeepJudge from changing core terms without mutual consent and new acceptance. There is no attempted 'continued use as acceptance' or automatic updates clause. This is consumer-favorable despite the B2B context. The only limitation is that the agreement lacks specific notice requirements for changes or a right to terminate if changes occur.