Humai FZCO — Terms of Use

Effective date: 11th of August 2025

Company
Humai FZCO (“Humai”, “we”, “us”)
Jurisdiction
Dubai, United Arab Emirates (DMCC)
Registered address
DMCC Business Centre, Level 12, JLT, Dubai, UAE
Trade/License No.
DMCC-959435

By accessing or using our websites, apps, AI models/agents, software, APIs, or other services (the “Services”), you agree to these Terms of Use (the “Terms”). If you accept on behalf of an organization, you confirm authority to bind it; “you” means that organization.

If you have a signed master services agreement or order form with Humai (an “MSA”), the MSA controls if there’s a conflict with these Terms.

1) Eligibility & Accounts

Age (B2C). You must be at least 13 (or the minimum age of digital consent where you live). If under that age, a parent/guardian must consent and supervise.

Authority (B2B). You confirm you have authority to bind your company.

Account security. Keep credentials and API keys confidential. You’re responsible for all activity under your account/keys. We may require multi‑factor authentication and may suspend for suspected misuse.

2) Plans, Orders, Fees & Taxes

Subscriptions & auto‑renewal. Paid plans renew automatically for the same term unless canceled before renewal in your account. We’ll notify you of material price changes as required by law.

Trials. Trials or free tiers may be changed or ended at any time and may convert to paid unless canceled.

Fees & taxes. Prices exclude VAT and other applicable taxes. You authorize charges to your payment method for recurring fees, usage/overages, and taxes.

Invoices (B2B). Unless otherwise stated, invoices are Net 30 from invoice date. Late amounts may incur finance charges and/or suspension.

Refunds. Except where required by applicable consumer law, fees are non‑refundable.

Chargebacks. Please contact us before initiating a chargeback; unsupported chargebacks may lead to suspension.

3) Use Rights & Acceptable Use

License. Subject to these Terms and payment of fees, we grant you a limited, non‑exclusive, non‑transferable right to use the Services during your subscription.

Restrictions. You will not (a) reverse engineer, decompile, or attempt to access source code; (b) bypass security, rate limits, or quotas; (c) resell, sublicense, or provide the Services to third parties except as permitted in writing; (d) use Outputs or Services to build competing models or products; (e) remove proprietary notices.

AI‑specific AUP. You will not use the Services to: create illegal content; exploit minors; generate malware; infringe IP; conduct fraud, impersonation, or undisclosed deepfakes; violate privacy or data‑protection laws; process special categories of personal data (e.g., health/biometric/precise location, minors’ data) without a lawful basis and our prior written consent; or operate in safety‑critical contexts (e.g., medical diagnosis, legal advice, autonomous systems, weapons) without qualified human oversight. Our Acceptable Use Policy (AUP) forms part of these Terms: humai-ai.com/aup (link when live).

4) Outputs, Accuracy & Professional Use

Outputs. The Services may generate content, code, or actions (“Outputs”). Outputs may be inaccurate, incomplete, or reflect limitations of training data. You must independently review and verify Outputs before relying on them.

No professional advice. Outputs and materials are for information only, not legal, medical, financial, or other professional advice.

Non‑exclusive. Outputs may be similar to those generated for others.

Your responsibility. You are responsible for Your Content, your prompts, and your use of Outputs, including compliance with law and third‑party rights.

5) Your Content, Privacy & Model Training

Your Content. “Your Content” includes prompts, inputs, files, data, and resulting Outputs. You retain ownership of Your Content. You grant us a worldwide license to host, process, transmit, and display Your Content only to provide, maintain, secure, and improve the Services (including quality, safety, and reliability), and to comply with law.

Model training. We do not use Your Content to train our models for generalized product improvements unless you expressly opt in. Settings for this are available in your account or via your MSA.

Aggregated/de‑identified data. We may use aggregated or de‑identified data to operate and improve the Services.

Privacy Policy. Our Privacy Policy (below) explains how we handle personal data and is incorporated by reference. For B2B, our Data Processing Addendum (DPA) applies when we process personal data as your processor: humai-ai.com/dpa (link when live).

6) Intellectual Property

Our IP. We and our licensors own the Services, including software, models/agents, documentation, and trademarks. No rights are granted except as stated.

Outputs IP. Subject to applicable law and third‑party rights, we assign to you any IP we can in Outputs generated from Your Content; where assignment isn’t possible, we grant you a perpetual, worldwide license to use, copy, modify, and commercialize such Outputs.

Feedback. You grant us a perpetual, worldwide, royalty‑free license to use ideas and feedback to improve the Services.

7) APIs, Rate Limits & Deprecation

API keys & attribution. Keep keys confidential; rotate if compromised. Display any required attribution (e.g., “Powered by Humai”).

Fair use. We may enforce rate, concurrency, and usage limits. Do not pool accounts, rotate keys, or spoof identity to evade limits.

Deprecation. We may make suggested adjustments to features or APIs; for backward‑incompatible API changes we’ll give at least 90 days’ notice (unless required sooner for security, legal, or safety reasons).

8) Security, Confidentiality & Beta

Security. We maintain appropriate technical and organizational measures; no system is perfectly secure. You’re responsible for backups of Your Content.

Confidentiality (B2B). Each party will protect the other’s non‑public information with reasonable care and use it only for the relationship.

Beta/preview. Features labeled beta/preview/experimental are provided as‑is, may be unstable, and may change or end at any time.

9) Compliance, Export & Sanctions

You will comply with applicable laws, including UAE law, export controls, and sanctions of the UAE, US, UK, and EU. You will not use or provide access to the Services (a) in embargoed countries or (b) to prohibited parties or for prohibited end uses.

10) Warranties & Disclaimers

Except as required by law, the Services (including Outputs) are provided “as is” and “as available.” We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, non‑infringement, and availability.

11) Indemnities

Your indemnity. You will defend and indemnify Humai and affiliates against claims, losses, and costs arising out of Your Content, your misuse of the Services, your violation of law/AUP/these Terms, or your products/services that use the Outputs.

Our IP indemnity (paid B2B plans). We will defend and indemnify you against third‑party claims that the Services (excluding Your Content, third‑party content, or combinations) directly infringe IP rights, if you promptly notify us and cooperate. Our obligations don’t apply to claims arising from Your Content, your modifications, or misuse. Our remedy may include procuring rights, modifying the Services, or terminating affected access with a pro‑rata refund of prepaid fees.

12) Limitation of Liability

No indirect damages. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenue, data, or goodwill.

Cap. Our total liability for all claims in any 12‑month period is limited to the greater of AED 1,500 or the amounts you paid to Humai in that 12‑month period for the Services giving rise to the claim.

Consumer carve‑outs. Where local consumer law prohibits limits (e.g., for death/personal injury caused by negligence, fraud), those mandatory carve‑outs apply.

13) Suspension, Termination & Data Export

We may suspend or terminate your access for breach, non‑payment, legal risk, or to prevent harm. You may terminate anytime via your account or by written notice. Upon termination, your right to use the Services ends, but provisions intended to survive (including 4–5, 10–17) survive. Data export: we may offer self‑service export for a limited period after termination (enterprise terms in your MSA control).

14) Changes to Services & Terms

We routinely make improvements and suggested adjustments to the Services. We may update these Terms; material changes will be notified (e.g., in‑product notice or email) and take effect on the stated date. If you disagree, stop using the Services before the effective date; continued use after that date constitutes acceptance.

15) Governing Law & Dispute Resolution

These Terms and any dispute (contractual or non‑contractual) are governed by the laws of the United Arab Emirates as applied in Dubai.

Arbitration (primary). Disputes will be finally resolved by arbitration under the Dubai International Arbitration Centre (DIAC) Rules (2022). Seat/venue: Dubai, UAE. Language: English. Tribunal: one arbitrator.

Courts (fallback & urgent relief). Where arbitration is not applicable or enforceable, or for interim injunctive relief, the Dubai Courts have exclusive jurisdiction.

Consumers. If mandatory consumer law in your country requires otherwise, those rights and forums prevail to that extent only.

16) Anti‑Bribery & Anti‑Corruption

You will comply with UAE anti‑bribery laws and, where applicable, the US FCPA and UK Bribery Act. You will maintain adequate controls to prevent bribery, corruption, and facilitation payments.

17) Notices, Assignment & Miscellany

Notices. Notices to you via email, in‑product messages, or your account. Legal notices to us: [email protected] and the DMCC postal address above.

Assignment. You may not assign these Terms without our written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

Force majeure. Neither party is liable for delays/failures due to events beyond reasonable control.

Severability; waiver; entire agreement. If a provision is unenforceable, it’s modified to the minimum extent necessary; the rest remains effective. Our failure to enforce isn’t a waiver. These Terms (and incorporated policies/MSA) are the entire agreement.

Governing language. English is the governing language of these Terms.