1. Agreement to Terms
These Terms of Service (“Terms”) are a binding agreement between Dodger, Inc., a Delaware corporation (“Dodger,” “we,” “us,” or “our”) and the entity or person accessing or using our services (“Customer,” “you,” or “your”).
By accessing the Dodger website, creating an account, or using the Dodger platform (collectively, the “Services”), you agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.
If you do not agree to these Terms, do not access or use the Services.
Enterprise customers: If you have executed a separate written master services agreement, order form, or enterprise agreement with us (“Enterprise Agreement”), that agreement governs your use of the Services and controls over these Terms to the extent of any conflict. These Terms govern all other use.
2. The Services
Dodger provides product management infrastructure: a software platform that ingests information from systems you connect, maintains a model of your product and organization, generates artifacts and recommendations, and, where you authorize it, dispatches work to and takes actions in connected third-party systems.
We may modify, enhance, or discontinue features of the Services at any time. For material reductions in functionality of a paid subscription, we will provide 30 days’ notice.
3. Accounts and Authorized Users
3.1 Account registration. You must provide accurate, current, and complete information when creating an account and keep it updated.
3.2 Authorized Users. You may permit your employees, contractors, and agents (“Authorized Users”) to use the Services under your account, subject to the limits in your subscription plan or order form. You are responsible for all activity under your account, including all acts and omissions of your Authorized Users, and for ensuring your Authorized Users comply with these Terms.
3.3 Credentials. You are responsible for safeguarding account credentials, API keys, and access tokens. Notify us immediately at security@dodger.ai of any unauthorized access or suspected compromise.
3.4 Eligibility. The Services are intended for business use by organizations. You must be at least 18 years old and legally capable of entering contracts. The Services are not directed to children and we do not knowingly collect information from anyone under 18.
4. Customer Data and Connected Systems
4.1 Definition. “Customer Data” means all data, content, documents, communications, telemetry, code, and other information that you or your Authorized Users submit to the Services, or that the Services ingest from systems you connect (including but not limited to messaging platforms, issue trackers, code repositories, analytics tools, meeting recordings and transcripts, support systems, and document stores).
4.2 Ownership. As between the parties, you retain all right, title, and interest in and to Customer Data. We claim no ownership of Customer Data.
4.3 License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to: (a) provide, maintain, and support the Services to you; (b) prevent or address technical, security, or fraud issues; (c) comply with law; and (d) improve the Services as permitted in Section 4.6.
4.4 Your responsibilities and representations. You represent and warrant that:
(a) You have all rights, consents, permissions, and lawful bases necessary to submit Customer Data to the Services and to authorize our processing of it as described in these Terms and our Privacy Policy;
(b) You have provided all required notices and obtained all required consents from individuals whose personal information is included in Customer Data, including your own employees, contractors, and your customers and end users;
(c) Your submission of Customer Data and our processing of it in accordance with these Terms will not violate any law, contract, or third-party right;
(d) You are solely responsible for determining which systems to connect to the Services, which data those connections expose, and which Authorized Users may access what.
4.5 Prohibited data. You may not submit to the Services, and may not connect systems that would cause the Services to ingest, any of the following without our prior written agreement and (where applicable) an executed addendum:
(a) Protected health information subject to HIPAA; (b) Cardholder data subject to PCI-DSS; (c) Government-issued identification numbers, financial account numbers, or biometric identifiers; (d) Information subject to export control, classification, or ITAR/EAR restrictions; (e) Information about individuals known to be under 18; (f) Any special categories of personal data under GDPR Article 9 or comparable law.
If you submit such data in breach of this section, you are solely responsible for the consequences, and we may remove it or suspend the affected connection without liability.
4.6 Aggregated and de-identified data. We may collect, generate, and use data regarding configuration, performance, and usage of the Services, and may create aggregated or de-identified data derived from Customer Data. We may use such data for any lawful business purpose, including operating, improving, benchmarking, and developing our products and services, and publishing statistics, provided that such data does not identify you, your Authorized Users, your customers, or any individual, and is not reasonably capable of being re-identified. We will not disclose aggregated or de-identified data in a manner that identifies you as its source without your consent.
4.7 Model training. We do not use Customer Data to train, fine-tune, or otherwise improve general-purpose machine learning models made available to other customers, except with your express opt-in.
We do use Customer Data within your tenant to build and refine the product model, retrieval indices, evaluations, and other customer-specific artifacts that make the Services work for you. Those artifacts are scoped to your account and are not shared across customers.
4.8 Third-party services. The Services integrate with third-party products at your direction. Your use of those products is governed by your agreements with those providers, not by these Terms. We are not responsible for third-party services, their availability, their security practices, or any changes they make to their APIs. If a third-party provider modifies or discontinues access, we may modify or discontinue the corresponding integration without liability.
4.9 Data deletion. You may delete Customer Data through the Services at any time. Upon termination, we will delete or return Customer Data as described in Section 12.4.
5. Outputs, AI Limitations, and Autonomous Action
5.1 Outputs. “Outputs” means artifacts, analyses, specifications, recommendations, summaries, code, plans, and other content generated by the Services. As between the parties, and subject to your payment of applicable fees, you own Outputs generated for you, and we assign to you whatever interest we may have in them.
5.2 Non-uniqueness. Outputs are generated probabilistically. Similar or identical Outputs may be generated for other customers. We make no representation that Outputs are unique, novel, original, or protectable, and we grant no exclusivity in Outputs.
5.3 NO WARRANTY OF ACCURACY. THE SERVICES USE LARGE LANGUAGE MODELS AND OTHER PROBABILISTIC SYSTEMS. OUTPUTS MAY BE INACCURATE, INCOMPLETE, OUTDATED, MISLEADING, OR OFFENSIVE. OUTPUTS MAY MISATTRIBUTE SOURCES, MISSTATE FACTS, OR PRESENT INFERENCES AS CONCLUSIONS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING OUTPUTS BEFORE RELYING ON THEM.
5.4 Human review required. You acknowledge that the Services are decision-support and workflow infrastructure, not a substitute for human judgment. You agree to independently review and verify Outputs before using them for any consequential purpose, including product decisions, personnel decisions, financial decisions, public statements, or shipping code to production.
5.5 Autonomous and governed actions. The Services may be configured by you to take actions in connected systems, including creating or modifying tickets, documents, designs, code, and pull requests, dispatching work to third-party agents, and posting messages.
You configure and control these permissions. You are solely responsible for:
(a) Which actions you authorize, in which systems, under which conditions;
(b) The approval policies, guardrails, and escalation rules you configure;
(c) All consequences of actions taken within the scope of permissions you granted, including actions you did not individually anticipate or pre-approve;
(d) Reviewing action logs and audit records made available to you.
We strongly recommend that you require human approval for irreversible, external-facing, or high-consequence actions. We are not responsible for the consequences of actions the Services take within the scope of permissions you configured.
5.6 No professional advice. Outputs do not constitute legal, financial, medical, tax, employment, or other professional advice.
5.7 Prohibited reliance. You may not use the Services or Outputs as a substantial factor in decisions producing legal or similarly significant effects concerning individuals, including employment, credit, housing, insurance, education, or healthcare decisions, without independent human review and your own compliance assessment.
6. Acceptable Use
You will not, and will not permit any Authorized User or third party to:
(a) Use the Services in violation of any applicable law or regulation;
(b) Reverse engineer, decompile, or attempt to derive the source code, model weights, architecture, or training data of the Services, except to the extent this restriction is unenforceable under applicable law;
(c) Use the Services to develop, train, or improve a competing product or service, or benchmark the Services for publication without our written consent;
(d) Resell, sublicense, timeshare, or provide the Services to third parties as a service bureau, except as expressly permitted in your order form;
(e) Circumvent or attempt to circumvent rate limits, usage quotas, access controls, permission boundaries, or security features;
(f) Submit content that infringes intellectual property rights, violates privacy rights, or contains malware;
(g) Use the Services to generate content that is unlawful, harassing, defamatory, or that facilitates violence, discrimination, or harm;
(h) Interfere with or disrupt the integrity or performance of the Services or the data contained therein;
(i) Attempt to gain unauthorized access to the Services or related systems, or to another customer’s data;
(j) Use automated means to scrape or extract data from the Services other than through documented APIs;
(k) Misrepresent Outputs as having been produced without AI assistance where such disclosure is required by law or by a third party’s terms.
Enforcement. We may investigate suspected violations and may suspend or terminate access for violations. Where practicable and not prohibited by law or security considerations, we will provide notice and an opportunity to cure.
7. Fees and Payment
7.1 Fees. Fees are as set forth in your order form or the plan you select. Unless stated otherwise, fees are based on platform access and product workload, not per-seat.
7.2 Payment terms. Fees are invoiced in advance and payable within 30 days of the invoice date. All fees are non-refundable except as expressly stated.
7.3 Taxes. Fees exclude taxes. You are responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on our income.
7.4 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. We may suspend the Services for accounts more than 30 days overdue following 10 days’ written notice.
7.5 Price changes. We may change fees effective upon renewal with at least 60 days’ notice before the end of the then-current term.
7.6 Usage overages. If your usage exceeds the limits in your plan or order form, we may invoice for overages at the then-current rates. We will notify you before charging overages.
8. Term, Renewal, and Termination
8.1 Term. These Terms begin when you first accept them and continue until all subscriptions have expired or been terminated.
8.2 Subscription term and renewal. Subscriptions run for the period stated in your order form. Pilot and evaluation subscriptions are monthly unless otherwise stated. Production subscriptions are annual and automatically renew for successive periods of equal length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.
8.3 Termination for cause. Either party may terminate for the other’s material breach if the breach remains uncured 30 days after written notice.
8.4 Termination for convenience by us. We may terminate a free or trial account at any time. We may terminate paid subscriptions for convenience upon 90 days’ notice with a pro-rata refund of prepaid, unused fees.
8.5 Suspension. We may suspend the Services immediately, without prior notice, if we reasonably determine that your use poses a security risk, may adversely affect the Services or other customers, may subject us to liability, or is unlawful. We will restore access promptly once the cause is resolved.
8.6 Effect of termination. Upon termination, your right to access the Services ceases and all outstanding fees become immediately due.
9. Confidentiality
9.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. The Services, and non-public pricing, roadmap, and technical information about the Services, are our Confidential Information.
9.2 Obligations. Each party will (a) protect the other’s Confidential Information with at least reasonable care, (b) use it only to perform under these Terms, and (c) disclose it only to employees, contractors, and advisors with a need to know who are bound by comparable obligations.
9.3 Exclusions. Confidential Information excludes information that is or becomes public without breach, was known without restriction before disclosure, is received from a third party without restriction, or is independently developed.
9.4 Compelled disclosure. A party may disclose Confidential Information as required by law, provided it gives prompt notice where legally permitted and reasonably cooperates in seeking protective treatment.
10. Intellectual Property
10.1 Our IP. We and our licensors retain all right, title, and interest in and to the Services, including all software, models, algorithms, ontologies, user interfaces, documentation, trademarks, and all improvements and derivative works. No rights are granted except as expressly stated.
10.2 License to you. Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for your internal business purposes.
10.3 Feedback. If you provide suggestions, feature requests, or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it without restriction or compensation.
10.4 Publicity. We may identify you as a customer and use your name and logo on our website and in marketing materials. You may revoke this permission at any time by written notice to legal@dodger.ai.
11. Warranties and Disclaimers
11.1 Mutual. Each party represents that it has the authority to enter into these Terms.
11.2 Our limited warranty. We warrant that the Services will perform materially in accordance with our then-current documentation. Your exclusive remedy for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity, and if we cannot do so within 30 days, to terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees.
11.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTION 11.2, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PURPOSE.
11.4 Third-party components. The Services incorporate third-party models, APIs, and infrastructure. We disclaim all warranties regarding third-party components to the extent permitted by law.
12. Limitation of Liability
12.1 EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
12.2 LIABILITY CAP. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE OR TRIAL ACCOUNTS, OUR TOTAL LIABILITY WILL NOT EXCEED USD $100.
12.3 Exclusions from the cap. The limitations in 12.1 and 12.2 do not apply to: (a) your payment obligations; (b) either party’s indemnification obligations under Section 13; (c) either party’s breach of Section 9 (Confidentiality); (d) your breach of Section 6 (Acceptable Use); (e) either party’s gross negligence, willful misconduct, or fraud; or (f) liabilities that cannot be limited under applicable law.
12.4 Data retention after termination. For 30 days after termination, you may export Customer Data through our self-service export capability. You may elect in writing within that period to have Customer Data returned or deleted; absent an election, we will delete it. Deletion is completed from active systems within 30 days and Customer Data expires from backups within 90 days thereafter, except where retention is required by law. We have no obligation to retain Customer Data after the export period.
12.5 Basis of the bargain. The parties agree that the limitations in this Section are an essential basis of the bargain and reflect the allocation of risk between them.
13. Indemnification
13.1 By us. We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party’s patent, copyright, or trademark rights, and will indemnify you for damages finally awarded or amounts paid in settlement approved by us.
Exclusions. We have no obligation for claims arising from: (a) Customer Data; (b) Outputs, to the extent the claim arises from your use of Outputs; (c) modification of the Services by anyone other than us; (d) combination of the Services with products not provided by us; (e) use after we notify you to stop; (f) third-party services you connect; or (g) your breach of these Terms.
Remedies. If the Services become, or we believe may become, subject to an infringement claim, we may at our option procure the right to continue use, modify the Services to be non-infringing, or terminate the affected subscription and refund prepaid, unused fees. This section states our entire liability for infringement claims.
13.2 By you. You will defend and indemnify us against any third-party claim arising from: (a) Customer Data, including claims that it infringes IP rights or violates privacy or data protection law; (b) your failure to obtain necessary consents, including consents to record meetings or process personal information; (c) actions taken by the Services within permissions you configured; (d) your use of Outputs; (e) your breach of Section 6 (Acceptable Use); or (f) your violation of applicable law.
13.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of defense and settlement (provided no settlement imposes non-monetary obligations on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party’s expense.
14. Data Protection
Our processing of personal information is described in our Privacy Policy.
Where we process personal data on your behalf as a processor or service provider, our Data Processing Addendum applies and is incorporated by reference. If you require a signed DPA, contact privacy@dodger.ai.
Security. We maintain administrative, physical, and technical safeguards designed to protect Customer Data. Details are at dodger.ai/security. You are responsible for configuring access controls, permissions, and integration scopes appropriately for your organization.
15. Modifications to These Terms
We may modify these Terms. For material changes, we will provide at least 30 days’ notice by email to your account administrator or by prominent notice in the Services. Changes take effect at the end of the notice period. Continued use after the effective date constitutes acceptance. If you object to a material change, your remedy is to terminate before the change takes effect and receive a pro-rata refund of prepaid, unused fees.
Changes required by law or addressing a security issue may take effect immediately.
16. Dispute Resolution
16.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.
16.2 Informal resolution. Before initiating a formal proceeding, the parties will attempt in good faith to resolve the dispute through discussion between senior representatives for at least 30 days after written notice.
16.3 Jurisdiction and venue. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, and waive any objection to venue or inconvenient forum.
16.4 Injunctive relief. Nothing prevents either party from seeking injunctive or equitable relief for actual or threatened breach of confidentiality or IP obligations.
16.5 Time limit. Any claim must be brought within one (1) year after the cause of action accrues, or it is permanently barred, except where a longer period is required by law.
17. General
17.1 Entire agreement. These Terms, together with any order form, the Privacy Policy, and any DPA, constitute the entire agreement and supersede all prior agreements regarding the subject matter. Any terms in your purchase order or vendor portal are void and of no effect.
17.2 Order of precedence. In case of conflict: (1) executed Enterprise Agreement; (2) order form; (3) DPA; (4) these Terms; (5) documentation.
17.3 Assignment. You may not assign these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the successor is not our competitor and you give written notice. We may assign freely.
17.4 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.
17.5 No waiver. Failure to enforce any provision is not a waiver.
17.6 Force majeure. Neither party is liable for delay or failure due to causes beyond its reasonable control, excluding payment obligations.
17.7 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
17.8 No third-party beneficiaries. There are no third-party beneficiaries to these Terms.
17.9 Export compliance. Each party will comply with applicable export control and sanctions laws. You represent that you are not located in, and are not a national of, an embargoed jurisdiction, and are not on any restricted party list.
17.10 US Government users. The Services are “commercial computer software” under FAR 12.212 and DFARS 227.7202. Government use is subject to these Terms.
17.11 Notices. Notices to us: legal@dodger.ai. Notices to you: the email associated with your account. Notices are effective upon receipt or 24 hours after sending by email, whichever is earlier.
17.12 Survival. Sections 4.2, 4.6, 5, 9, 10, 11.3, 12, 13, 16, and 17 survive termination.
18. Contact
- Legal: legal@dodger.ai
- Security: security@dodger.ai
- Privacy: privacy@dodger.ai
Dodger, Inc., a Delaware corporation.