Last updated:  July, 2026

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1. Scope and Acceptance.

These Caju AI SaaS Terms and Conditions ("Terms") govern access to and use of the Caju AI hosted software services, support services, and any implementation or professional services ordered by a customer (collectively, the "Services"). These Terms are intended for standard and small orders placed through a Caju AI quote, order form, statement of work, online checkout, or other ordering document that references these Terms (each, an "Order Form").

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By signing or accepting an Order Form that references these Terms, issuing a purchase order for Services described in an Order Form, or accessing or using the Services, the customer identified in the Order Form ("Customer") agrees to these Terms. If a separately negotiated master services agreement or subscription agreement has been executed by Caju and Customer and expressly governs the applicable order, that agreement controls for that order.

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Caju, Inc., d/b/a Caju AI, a Delaware corporation with its principal place of business at 240 W Main Street, Suite 100, CW124, Charlottesville, VA 22902 USA ("Caju"), may update these Terms from time to time. The version of these Terms in effect as of the date an Order Form is accepted will govern that Order Form for the applicable term unless the parties agree otherwise in writing.

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2. Order Forms.

Each Order Form will identify the Services purchased, service capacity or usage limits, subscription term, fees, billing frequency, implementation services, and any order specific terms. An Order Form may be signed electronically or accepted through Caju, HubSpot, or another quoting platform designated by Caju.

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If there is a conflict between an Order Form and these Terms, the Order Form controls only for order specific commercial terms, such as pricing, quantities, service capacity, subscription term, and billing frequency. These Terms control for all other matters unless the Order Form expressly states that it overrides a specific section of these Terms.

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Any terms on a Customer purchase order, vendor portal, procurement form, acknowledgement, or similar document are rejected and will have no force or effect, even if accepted or processed by Caju for administrative convenience.

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3. Definitions.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent of the voting interests of the entity.

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"Customer Data" means non-public data, content, communications, files, records, metadata, or other information submitted to, captured by, or processed through the Services by or on behalf of Customer.

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"Derived Data" means usage data, metadata, performance data, analytics, insights, benchmarks, models, improvements, or other information generated from or relating to use or operation of the Services, provided that Derived Data does not identify Customer or any individual unless otherwise permitted by these Terms.

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"Service Capacity" means the usage limits, user counts, monitored accounts, channels, message volumes, storage limits, or other quantitative or qualitative limits described in an Order Form.

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"Service Commencement Date" means the earliest of the date Caju delivers administrative login credentials for the production Services or the date Customer or a person acting on Customer’s behalf first accesses or uses the Services in production. Caju may confirm the Service Commencement Date by email.

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4. Services, Access, and Support.

Subject to these Terms and the applicable Order Form, Caju will provide Customer access to the Services during the applicable subscription term. Caju will use commercially reasonable efforts to provide the Services in accordance with the support and service level commitments in Schedule 1, if applicable to the purchased Services.

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Caju may update, enhance, modify, or discontinue features from time to time, provided that Caju will not materially reduce the core functionality of the purchased Services during the then current subscription term without providing substantially equivalent functionality.

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Implementation, configuration, onboarding, training, migration, custom development, or other professional services will be provided only if expressly stated in an Order Form or statement of work. Unless expressly stated otherwise, implementation timelines depend on timely Customer participation and delivery of required information, access, approvals, and technical resources.

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5. Customer Responsibilities and Use Restrictions.

Customer is responsible for its users, accounts, credentials, devices, networks, systems, approvals, policies, and all activity under Customer’s accounts. Customer will maintain the security of its accounts and passwords and will promptly notify Caju of any suspected unauthorized access.

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Customer will use the Services only in accordance with these Terms, the applicable Order Form, Caju’s published policies, and applicable laws and regulations. Customer is solely responsible for the content of communications and data transmitted through or captured by the Services and for determining whether the Services are appropriate for Customer’s legal, regulatory, employment, privacy, retention, supervision, and recordkeeping obligations. Caju does not provide legal, compliance, or regulatory advice.

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Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or attempt to discover source code, object code, algorithms, models, or underlying structures of the Services; modify, translate, or create derivative works based on the Services except as expressly permitted by Caju; use the Services for timesharing, service bureau, or resale purposes except as expressly permitted in an Order Form; remove proprietary notices or labels; interfere with the integrity or performance of the Services; circumvent usage limits; or use the Services to transmit unlawful, harmful, or infringing content.

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Customer may not export, re-export, or use the Services in violation of applicable export control, sanctions, or trade compliance laws, including requirements administered by the United States Department of Commerce and the United States Department of Treasury Office of Foreign Assets Control.

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6. Customer Data, Security, and AI Features.

Customer owns all right, title, and interest in and to Customer Data. Customer grants Caju a limited right to process Customer Data as necessary to provide, secure, support, maintain, improve, and troubleshoot the Services; comply with law; prevent harm or misuse; and perform Caju’s obligations under these Terms and the applicable Order Form.

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Caju will not disclose Customer Data in identifiable form to third parties except as necessary to provide the Services, comply with law, prevent harm, or as otherwise authorized by Customer. Caju will not use Customer Data to train generalized machine learning or artificial intelligence models for the benefit of unrelated third parties without Customer’s prior written consent.

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Caju may collect, use, and analyze Derived Data for purposes of operating, maintaining, securing, improving, and enhancing the Services and developing new features, functionality, and offerings. Caju may use or disclose Derived Data in aggregated, anonymized, or de-identified form, provided that it does not identify Customer or any individual.

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Certain features may use automated, machine learning, or artificial intelligence technologies. Outputs may be probabilistic, incomplete, or inaccurate. Customer is responsible for reviewing and validating outputs before relying on them.

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7. Third Party Services, Networks, and Channels.

The Services may rely on, interoperate with, or capture data from third party communication networks, carriers, messaging platforms, archives, identity providers, mobile device management systems, cloud providers, application programming interfaces, and other third party systems. Caju is not responsible for failures, delays, changes, restrictions, suspensions, outages, data loss, or disruptions attributable to third party services, networks, platforms, devices, APIs, or Customer controlled systems.

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Customer is responsible for maintaining any required third party accounts, approvals, consents, mobile device controls, carrier arrangements, archive destinations, API permissions, and platform settings required to enable the purchased Services.

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8. Fees, Payment, Taxes, and Overages.

Customer will pay all fees stated in the applicable Order Form. Unless an Order Form states otherwise, subscription fees are invoiced annually in advance, implementation and professional service fees are invoiced upon acceptance of the Order Form, and invoices are due thirty days from the invoice date.

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Fees are non-cancelable and non-refundable except as expressly stated in these Terms or the applicable Order Form. Customer must notify Caju in writing of any good faith invoice dispute within sixty days after the invoice date. Undisputed amounts remain due and payable.

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If Customer exceeds the Service Capacity stated in an Order Form or otherwise uses additional Services, Caju may invoice Customer for the additional usage at Caju’s then current rates or the rates stated in the Order Form. Customer agrees to pay applicable overages in accordance with this section.

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Unpaid undisputed amounts may accrue interest at one and one half percent per month or the maximum amount permitted by law, whichever is lower, plus reasonable costs of collection. Customer is responsible for taxes, duties, levies, and similar governmental assessments arising from the Services, excluding taxes based on Caju’s net income.

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9. Suspension.

Caju may suspend access to the Services upon at least ten days’ prior written notice if Customer fails to pay undisputed amounts when due or is otherwise in material breach of these Terms or an Order Form. Caju may suspend access immediately if necessary to prevent security risk, legal exposure, harm to Caju or third parties, or material misuse of the Services. Caju will use commercially reasonable efforts to limit suspension to the affected portion of the Services and to restore access promptly after the issue is resolved.

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10. Term, Renewal, and Termination.

Each Order Form begins on the date it is accepted unless the Order Form states a different effective date. The subscription term for the Services begins on the Service Commencement Date unless the Order Form states otherwise and continues for the initial subscription term stated in the Order Form.

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Unless an Order Form states that renewal requires mutual written agreement, each subscription will automatically renew for successive terms equal in length to the initial subscription term unless either party gives written notice of non-renewal at least thirty days before the end of the then current term. Caju may update fees for a renewal term by providing at least thirty days’ prior written notice before the renewal date.

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Either party may terminate an Order Form for material breach if the breach is not cured within thirty days after written notice. Caju may terminate immediately for nonpayment of undisputed amounts after any required notice period expires. Customer will pay all fees due through the effective date of termination and any non-cancelable committed fees for the then current term unless termination is due to Caju’s uncured material breach.

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Upon expiration or termination, Caju will make Customer Data available for electronic retrieval in a standard export format for thirty days, unless prohibited by law or unless Customer requests deletion earlier. Additional data export, transformation, migration, or professional assistance may be subject to mutually agreed fees. Sections that by their nature should survive will survive, including payment obligations, confidentiality, ownership, warranty disclaimers, indemnities, limitations of liability, and miscellaneous provisions.

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11. Confidentiality.

Each party may disclose non-public business, technical, financial, product, security, customer, or other information that should reasonably be understood to be confidential ("Confidential Information"). Customer Data is Customer Confidential Information. Non-public information regarding the Services, software, pricing, roadmap, features, functionality, performance, security, and technology is Caju Confidential Information.

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The receiving party will use reasonable care to protect Confidential Information and will use Confidential Information only to perform or exercise rights under these Terms and the applicable Order Form. The receiving party may disclose Confidential Information to its personnel, contractors, advisors, service providers, and affiliates who need to know it and are bound by confidentiality obligations at least as protective as these Terms.

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Confidential Information does not include information that the receiving party can document is or becomes publicly available without breach; was known before receipt; is rightfully received from a third party without restriction; is independently developed without use of the disclosing party’s Confidential Information; or is required to be disclosed by law, provided that the receiving party gives reasonable notice when legally permitted.

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12. Proprietary Rights and Feedback.

Caju owns and retains all right, title, and interest in and to the Services, software, technology, user interfaces, algorithms, models, documentation, work product, improvements, enhancements, modifications, and all related intellectual property rights, including anything developed in connection with implementation services, support, or professional services.

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Customer may provide suggestions, enhancement requests, comments, or other feedback regarding the Services. Caju may use feedback without restriction or obligation to Customer.

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13. Warranties and Disclaimers.

Caju will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions and will perform implementation services in a professional and workmanlike manner. Services may be unavailable for scheduled maintenance, emergency maintenance, third party provider issues, or causes beyond Caju’s reasonable control.

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EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, IMPLEMENTATION SERVICES, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." CAJU DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR PRODUCE PARTICULAR RESULTS.

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14. Indemnification.

Caju will defend Customer against a third party claim alleging that the Services, as provided by Caju and used in accordance with these Terms and the applicable Order Form, infringe a United States patent, copyright, or trade secret, and will pay damages finally awarded or amounts agreed in settlement, provided that Customer promptly notifies Caju, provides reasonable assistance, and gives Caju control of the defense and settlement.

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Caju’s obligations do not apply to claims arising from: portions or components not supplied by Caju; Customer Data or Customer specifications; modifications not made by Caju; combinations with products, services, processes, data, or materials not supplied by Caju; continued allegedly infringing activity after notice or after Caju provides a non-infringing alternative; or use not in accordance with these Terms or the applicable Order Form. If the Services are or may be subject to an infringement claim, Caju may procure the right to continue the Services, replace or modify the Services to be non-infringing with substantially similar functionality, or terminate the affected Services and refund any prepaid unused fees for the affected Services.

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Customer will defend Caju against third party claims arising from Customer Data, Customer’s use of the Services in violation of these Terms or applicable law, or Customer’s failure to obtain required consents, approvals, rights, or authorizations, and will pay damages finally awarded or amounts agreed in settlement, subject to Caju providing prompt notice, reasonable assistance, and control of the defense and settlement.

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15. Limitation of Liability.

EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS, OR A PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS, OR A PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR AN ORDER FORM WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CAJU UNDER THE APPLICABLE ORDER FORM IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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Caju will not be liable for any failure or delay caused by third party networks, platforms, APIs, carriers, services, devices, customer systems, or other circumstances outside of Caju’s reasonable control.

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16. Publicity and References.

Unless an Order Form states otherwise, Customer grants Caju the right to use Customer’s name, logo, and a general description of Customer’s use of the Services in Caju’s marketing materials, website, case studies, press releases, and presentations, provided that such use accurately reflects the relationship between the parties and complies with reasonable brand guidelines provided by Customer. Customer may revoke this permission for reasonable cause upon thirty days’ prior written notice.

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17. Compliance Verification.

To the extent Customer reasonably requires verification of Caju’s compliance with these Terms, Caju may satisfy that obligation by providing relevant third party audit reports, certifications, security summaries, or other documentation. Any additional audit requested by Customer will be conducted no more than once annually, during normal business hours, upon reasonable prior notice, at Customer’s expense, and subject to Caju’s confidentiality, security, and access requirements.

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18. Miscellaneous.

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, internet or utility failures, carrier or platform outages, or other force majeure events.

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Customer may not assign an Order Form or these Terms without Caju’s prior written consent, except to a successor in connection with a merger, reorganization, or sale of substantially all assets, provided that the assignee is not a competitor of Caju and agrees in writing to be bound by these Terms. Caju may assign or transfer its rights and obligations without Customer consent.

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These Terms and the applicable Order Form constitute the complete agreement between the parties for the applicable order and supersede prior or contemporaneous understandings regarding that order. Amendments and waivers must be in writing and signed by both parties, except that Caju may update online Terms for future orders as described above.

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Notices must be in writing and will be deemed given when delivered personally; when receipt is electronically confirmed by email; the day after being sent by recognized overnight courier; or upon receipt by certified or registered mail. Notices to Caju must be sent to legal@caju.ai and to Caju’s address stated above unless Caju designates another address.

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These Terms and all Order Forms are governed by the laws of the State of Virginia, without regard to conflict of law principles. If any provision is unenforceable, it will be limited or eliminated to the minimum extent necessary, and the remainder will remain in effect. The prevailing party in an action to enforce these Terms will be entitled to recover reasonable costs and attorneys’ fees.