These Terms of Service (these “Terms”) govern access to and use of the Services (as defined below) by customers that sign up online or that purchase a Plan under an order form governed by these Terms. They form a binding agreement between Solidroad, Inc., a Delaware corporation (“Solidroad,” “we,” “us” or “our”), and the organization or business that registers for or uses the Services (“Customer” or “you”).
BY CLICKING “I AGREE” (OR A SIMILAR BUTTON OR CHECKBOX) WHEN YOU SIGN UP, YOU AGREE TO THESE TERMS, INCLUDING THE DATA PROCESSING ADDENDUM AND OTHER DOCUMENTS THEY INCORPORATE. If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “Customer” refers to that organization. If you do not agree to these Terms, do not use the Services.
If Customer has a separately signed agreement with Solidroad that covers the Services (such as a master services agreement), other than an order form that states it is governed by these Terms, that signed agreement governs Customer’s use of the Services instead of these Terms.
1. Definitions
1.1. “Authorized User” means an employee, contractor or other individual whom Customer authorizes to access and use the Services under Customer’s account.
1.2. “Customer Data” means text, audio, video, screen recordings, images, documents and other content and data that Customer or its Authorized Users upload, submit or otherwise provide to the Services, including content used to create simulations, and recordings and transcripts of Authorized Users’ sessions.
1.3. “Documentation” means Solidroad’s then-current user guides and help materials for the Services, including those available at help.solidroad.com.
1.4. “DPA” means Solidroad’s Data Processing Addendum for customers that sign up online, as posted at https://solidroad.com/legal/dpa and updated from time to time in accordance with its terms.
1.5. “Outputs” means the simulations, scores, feedback, reports and other materials that the Services generate for Customer based on Customer Data.
1.6. “Plan” means the subscription plan (including any free trial) that Customer selects when signing up, through its account or in an order form with Solidroad, including the applicable fees, number of seats and usage limits.
1.7. “Privacy Policy” means Solidroad’s privacy policy available at https://solidroad.com/legal/privacy-policy, as updated from time to time.
1.8. “Restricted Data” has the meaning given in the DPA, and includes protected health information (including electronic protected health information), personal data of children under sixteen (16) years of age, biometric identifiers or templates used to identify individuals, and special categories of personal data. Audio and video recordings, and transcripts, submitted for use in the Services are not Restricted Data solely because they contain an individual’s voice or image.
1.9. “Services” means Solidroad’s AI training and coaching platform (known as the Solidroad Training product) and related features, software and support that Solidroad makes available to Customer under a Plan. The Services do not include Third-Party Services (as defined in Section 8).
1.10. “Usage Data” means data about the access to, use, operation and performance of the Services, other than Customer Data in a form that identifies Customer or any individual.
2. Access to the Services
2.1. Right to Use. Subject to these Terms and payment of all applicable fees, Solidroad grants Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term for its Authorized Users to access and use the Services, within the limits of Customer’s Plan and in accordance with the Documentation, solely for Customer’s internal business purpose of training and coaching its personnel.
2.2. Business Use Only. The Services are offered only for business and professional use. Customer represents that it is acquiring the Services for business purposes and not as a consumer, and that each Authorized User is at least eighteen (18) years old.
2.3. Accounts. Customer is responsible for all activity under its account and for the acts and omissions of its Authorized Users. Each seat may be used by only one Authorized User, and login credentials may not be shared. Customer will keep its credentials secure and notify Solidroad promptly at support@solidroad.com of any unauthorized access to or use of its account.
2.4. Free Trials. If Customer uses a free trial, the trial is subject to the usage limits and period shown when Customer signs up, and Solidroad may modify or end the trial at any time. NOTWITHSTANDING SECTION 11, FREE TRIALS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY OR SUPPORT COMMITMENT, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOLIDROAD HAS NO LIABILITY IN CONNECTION WITH ANY FREE TRIAL. Solidroad may delete Customer Data in a trial account thirty (30) days after the trial ends unless Customer has upgraded to a paid Plan.
2.5. Beta Features. Solidroad may make available features identified as beta, preview or early access. Beta features are provided “as is,” may be changed or discontinued at any time, and are not covered by any support commitment.
2.6. Changes to the Services. Solidroad may add, modify or remove features or functionality of the Services from time to time. If Solidroad removes a material feature of a paid Plan during a prepaid subscription term, Customer may cancel its subscription under Section 4.3.
2.7. Support. Solidroad will provide email support at support@solidroad.com during Solidroad’s normal business hours and will use commercially reasonable efforts to respond to support requests. Unless Customer’s Plan expressly states otherwise, no uptime commitment, service level or service credits apply to Plans under these Terms.
2.8. Upgrading to an Enterprise Agreement. Customer may contact Solidroad to discuss an enterprise agreement. If the parties sign one, it will govern the Services it covers from its effective date.
3. Customer Responsibilities and Acceptable Use
3.1. Compliance; Notices and Consents. Customer is responsible for Customer Data and for its and its Authorized Users’ use of the Services. Customer will:
(a) comply with all laws that apply to its use of the Services, including privacy, data protection, call and video recording, employment and artificial intelligence laws;
(b) provide all notices to, and obtain all consents from, Authorized Users and any other individuals that are required for Solidroad to process Customer Data as described in these Terms and the DPA, including notice that sessions are recorded, that Authorized Users are interacting with AI-generated simulations, and, if Customer opts in under Section 5.3, that their data may be used to train and improve Solidroad’s models; and
(c) have a lawful basis for submitting any personal data of third parties (for example, recordings or transcripts of real customer conversations) and, where required, remove or anonymize that personal data before submitting it.
3.2. Restricted Data. Customer will not submit Restricted Data to the Services. Customer is solely responsible for filtering, masking or removing Restricted Data before submitting any Customer Data, and Solidroad has no obligation to detect, redact or mask it. The Services are not designed to meet the requirements of the Health Insurance Portability and Accountability Act, and Solidroad does not enter into business associate agreements for Plans under these Terms.
3.3. Prohibited Uses. Customer will not, and will not permit any Authorized User or third party to:
(a) use the Services or any Outputs to recruit, screen, assess or select job candidates, or otherwise in connection with hiring decisions;
(b) use any Output as the sole basis for a decision about an individual’s promotion, discipline, termination, compensation or other terms of work;
(c) use the Services to identify individuals by biometric means or to infer the emotions, sentiment or personality traits of individuals;
(d) upload recordings or other content depicting a real individual for the purpose of cloning or synthesizing that individual’s voice or likeness;
(e) sell, resell, sublicense, rent, lease or otherwise make the Services available to any third party, or use the Services to provide training or other services to third parties (for clarity, Customer may use the Services to train its own personnel, including personnel who provide services to Customer’s clients);
(f) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, models, weights or underlying structure of the Services, except to the extent applicable law expressly permits despite this restriction;
(g) copy, modify or create derivative works of the Services or Documentation;
(h) access or use the Services to build a competing product or service, or use the Services or any Output to develop or train any artificial intelligence model that competes with the Services;
(i) circumvent usage limits, access controls or security measures, or scrape or access the Services by automated means other than through interfaces Solidroad provides for that purpose;
(j) upload or transmit malware, or any content that is unlawful, infringing, defamatory, harassing or sexually explicit; or
(k) use the Services in violation of applicable export control or sanctions laws, or in a manner that interferes with or disrupts the Services or other customers’ use of them.
3.4. AI Regulation. For purposes of the EU Artificial Intelligence Act and similar laws, Solidroad is the provider of the Services that it develops and makes available under its own name, and Customer is the deployer in respect of its and its Authorized Users’ use of the Services. Solidroad is not the provider of any third-party AI model or system incorporated into the Services. Solidroad is responsible for designing the Services so that Authorized Users are informed that they are interacting with an AI system where that is not obvious from the context, and Customer will not disable or obscure those notices. Customer is responsible for its obligations as deployer, including taking measures to ensure a sufficient level of AI literacy among its personnel who use the Services. If Customer uses the Services for a purpose prohibited by Section 3.3, or modifies or rebrands the Services, Customer is responsible for any resulting obligations that applicable law places on a provider.
3.5. Suspension. Solidroad may suspend Customer’s or any Authorized User’s access to the Services immediately if (a) Customer breaches this Section 3, (b) any fees are overdue, (c) Solidroad reasonably believes that Customer’s use of the Services poses a security risk or may subject Solidroad or others to liability, or (d) suspension is required by law. Solidroad will use reasonable efforts to notify Customer of the suspension and will restore access promptly once the cause has been resolved.
4. Fees, Billing and Renewal
4.1. Fees. Customer will pay the fees for its Plan as shown at checkout, in its account or in an order form, including any usage-based charges for usage above the limits of its Plan. Solidroad may change its Plans and pricing at any time. A change to the fees for an existing paid subscription takes effect at the start of Customer’s next billing period that begins at least thirty (30) days after Solidroad notifies Customer of the change by email or through the Services.
4.2. Payment. Fees are payable in advance through Solidroad’s third-party payment processor or as otherwise set out in an invoice or order form from Solidroad, except that usage-based charges may be billed in arrears. Where Customer pays through the payment processor, Customer authorizes Solidroad and its payment processor to charge Customer’s payment method for all fees when due, including recurring subscription fees and usage-based charges. Customer will keep its payment and billing information complete and current.
4.3. Automatic Renewal and Cancellation. PAID SUBSCRIPTIONS RENEW AUTOMATICALLY AT THE END OF EACH BILLING PERIOD (MONTHLY OR ANNUAL, AS SELECTED BY CUSTOMER) FOR A PERIOD OF THE SAME LENGTH AT SOLIDROAD’S THEN-CURRENT FEES FOR CUSTOMER’S PLAN, AND SOLIDROAD WILL CHARGE CUSTOMER’S PAYMENT METHOD FOR EACH RENEWAL, UNLESS CUSTOMER CANCELS BEFORE THE RENEWAL DATE. Customer may cancel at any time through its account settings or by emailing support@solidroad.com. Cancellation takes effect at the end of the then-current billing period, and Customer will keep access to the Services until then.
4.4. No Refunds. Except as expressly stated in these Terms or required by law, all fees are non-refundable, and Solidroad does not provide refunds or credits for partial billing periods, unused seats or usage, or downgrades.
4.5. Taxes. Fees do not include taxes. Customer is responsible for all sales, use, value-added, withholding and similar taxes associated with its purchase of the Services, other than taxes based on Solidroad’s net income.
4.6. Failed Payments. If a payment fails or any fees are overdue, Solidroad may retry the charge and may suspend Customer’s access to the Services under Section 3.5 until all overdue amounts are paid.
5. Data
5.1. Customer Data. As between the parties, Customer owns Customer Data and Outputs. Customer grants Solidroad a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display and otherwise use Customer Data and Outputs to provide, maintain, secure and support the Services, and as described in Section 5.3.
5.2. Privacy and Data Processing Addendum. Solidroad processes personal data contained in Customer Data in accordance with the DPA, which is incorporated into these Terms. The Privacy Policy describes how Solidroad handles personal data for its own purposes. If there is a conflict between these Terms and the DPA regarding the processing of personal data, the DPA controls.
5.3. Model Training and Improvement. Customer agrees that Solidroad may use (a) Usage Data and de-identified or aggregated data derived from Customer Data and Outputs, and (b) if Customer opts in, Customer Data and Outputs, in each case to train, develop and improve Solidroad’s artificial intelligence models and the Services, as further described in Section 10 of the DPA. Customer may opt in to, and later withdraw from, the use described in clause (b) by emailing support@solidroad.com or through the settings of the Services (where available). Solidroad will give effect to a withdrawal within thirty (30) days after receiving it; from then on, Solidroad will not use any of Customer’s Customer Data or Outputs (whenever submitted) for further training under clause (b), but Solidroad is not required to retrain, delete or modify any model trained before the withdrawal takes effect. Clause (b) applies only to Customer Data submitted on or after the date Customer opts in, unless Customer’s opt-in states otherwise. Solidroad restricts its third-party AI model providers from using Customer Data to train their own models, as described in Section 10 of the DPA.
5.4. Usage Data. Solidroad owns Usage Data and de-identified or aggregated data derived from Customer Data and Outputs, and may use them for any lawful purpose, provided that Solidroad does not disclose them in a form that identifies Customer or any individual and does not attempt to re-identify them.
5.5. Security. Solidroad maintains the technical and organizational security measures described in the DPA.
5.6. Retention and Export. During the subscription term, Customer may export or delete Customer Data using the features of the Services. After Customer’s subscription ends, Customer may request an export of Customer Data by emailing support@solidroad.com within thirty (30) days. After that period (or earlier, if Customer asks Solidroad to delete Customer Data), Solidroad will delete Customer Data in accordance with the DPA. Copies held in backup systems are deleted or overwritten on Solidroad’s standard backup rotation schedule, and Solidroad may retain Customer Data where required by law. Models trained in accordance with Section 5.3 are not retrained or deleted when Customer Data is deleted.
5.7. AI-Generated Outputs. Outputs are generated by artificial intelligence and may be inaccurate, incomplete or inappropriate. Customer is responsible for reviewing Outputs before relying on them. Outputs may be similar to outputs generated for other customers.
6. Intellectual Property
6.1. Solidroad Property. Solidroad and its licensors own all right, title and interest in and to the Services, the Documentation, Solidroad’s models and technology, and all improvements, modifications and derivative works of any of them, including all intellectual property rights. All rights not expressly granted to Customer in these Terms are reserved by Solidroad.
6.2. Feedback. If Customer or any Authorized User provides suggestions, comments or other feedback about the Services, Solidroad may use that feedback for any purpose without restriction or compensation.
6.3. Customer Name. Solidroad may identify Customer by name and logo as a customer of Solidroad in its marketing materials and website. Customer may withdraw this permission at any time by emailing support@solidroad.com.
7. Confidentiality
7.1. Obligations. Each party (the “Recipient”) will use the non-public information of the other party that is marked or reasonably understood to be confidential (“Confidential Information”) only to perform its obligations and exercise its rights under these Terms, will not disclose it except to its employees, contractors and advisors who need to know it and are bound by confidentiality obligations at least as protective as these, and will protect it with at least reasonable care. Customer Data is Customer’s Confidential Information, subject to Solidroad’s rights under Section 5. The Services, the Documentation and non-public pricing are Solidroad’s Confidential Information.
7.2. Exceptions. Confidential Information does not include information that is or becomes public through no fault of the Recipient, was known to the Recipient without restriction before receipt, is received from a third party without a duty of confidentiality, or is independently developed without use of the other party’s Confidential Information. The Recipient may disclose Confidential Information where required by law, after giving reasonable notice to the other party where legally permitted.
8. Third-party Services
8.1. No Responsibility for Third-Party Services. The Services may interoperate with, or allow Customer to connect, third-party products and services (“Third-Party Services”). Customer’s use of Third-Party Services is governed by its agreements with their providers. Solidroad does not control and is not responsible for Third-Party Services, including their availability, security or handling of data, and is not liable for any loss arising from them.
9. Warranties and Disclaimers
9.1. Customer Warranties. Customer represents and warrants that (a) it has all rights, licenses, notices and consents needed to submit Customer Data to the Services and to grant the rights in Section 5, (b) Customer Data and Customer’s use of the Services will not infringe or misappropriate any third party’s rights or violate any law, and (c) Customer Data will not contain Restricted Data.
9.2. Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, OUTPUTS AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOLIDROAD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SOLIDROAD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUTS WILL BE ACCURATE OR COMPLETE, OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.
9.3. Customer Decisions. Customer is solely responsible for any decisions it makes, and any actions it takes, based on Outputs, including any decisions about its personnel.
10. Indemnification
10.1. By Customer. Customer will defend Solidroad and its affiliates, and their officers, directors, employees and agents, against any claim, demand, suit, regulatory investigation or proceeding brought by a third party or a governmental authority (a “Claim”) arising out of or relating to (a) Customer Data, including any Claim that Customer Data infringes or misappropriates a third party’s rights or was collected or submitted in violation of law, (b) Customer’s or its Authorized Users’ use of the Services in breach of these Terms or applicable law, including any failure to provide required notices or obtain required consents (including consent to recording), (c) Customer’s use of Outputs, including in connection with any employment-related decision, or (d) Customer’s submission of Restricted Data, and will indemnify them against all damages, fines, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) arising from any such Claim.
10.2. Procedure. Solidroad will notify Customer promptly of any Claim for which it seeks defense (although a delay in notice relieves Customer of its obligations only to the extent the delay prejudices Customer), give Customer control of the defense and settlement of the Claim, and provide reasonable cooperation at Customer’s expense. Customer will not settle any Claim in a manner that admits fault on behalf of, or imposes any obligation on, Solidroad without Solidroad’s prior written consent. Solidroad may participate in the defense with counsel of its choice at its own expense.
11. Limitation of Liability
11.1. Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOLIDROAD WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL OR DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOLIDROAD’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE DPA AND THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CUSTOMER TO SOLIDROAD FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY AND (B) ONE HUNDRED US DOLLARS (US$100).
11.3. Exceptions. Nothing in these Terms limits or excludes liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or any other liability that cannot be limited or excluded under applicable law. The limitations in this Section 11 do not limit Customer’s obligations under Section 10 or its obligation to pay fees.
11.4. Basis of the Bargain. The parties agree that the limitations in this Section 11 are an essential basis of the bargain between them and apply even if a limited remedy fails of its essential purpose. Any claim against Solidroad must be brought within one (1) year after the cause of action arises.
12. Term and Termination
12.1. Term. These Terms apply from the date Customer accepts them until all of Customer’s subscriptions have ended or these Terms are terminated as described in this Section 12.
12.2. Termination by Customer. Customer may cancel its subscription at any time as described in Section 4.3.
12.3. Termination by Solidroad. Solidroad may terminate Customer’s subscription or these Terms (a) for convenience on thirty (30) days’ notice, in which case Solidroad will refund any prepaid fees for the unused portion of Customer’s then-current billing period, (b) immediately on notice if Customer breaches Section 3 or fails to pay any fees within ten (10) days after they are due, or (c) on notice if Customer materially breaches any other provision of these Terms and does not cure the breach within fifteen (15) days after notice.
12.4. Effect of Termination. When a subscription ends, Customer’s right to use the Services ends, Customer will pay any fees accrued through the end of the subscription, and Section 5.6 applies to Customer Data.
12.5. Survival. Sections 1, 3.2, 3.4, 4 (for amounts owed), 5, 6, 7, 9, 10, 11, 12.4, 12.5 and 13 survive any expiration or termination of these Terms.
13. General
13.1. Governing Law and Venue. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any such dispute, and each party consents to their jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY SUCH DISPUTE. Any dispute will be brought and resolved only on an individual basis and not as a plaintiff or class member in any class or representative proceeding.
13.2. Changes to These Terms. Solidroad may update these Terms from time to time by posting an updated version on its website. If an update is material, Solidroad will notify Customer by email or through the Services at least thirty (30) days before it takes effect, except that updates required by law or relating to new features may take effect immediately. Customer’s continued use of the Services after an update takes effect constitutes acceptance of the updated Terms. If Customer does not agree to an update, Customer must cancel its subscription before the update takes effect.
13.3. Export and Sanctions. Customer will comply with all applicable export control and sanctions laws, and represents that neither it nor any Authorized User is located in a comprehensively sanctioned country or region or is the subject of sanctions.
13.4. Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, labor disputes, government action, internet or utility failures, or failures of third-party hosting or AI model providers.
13.5. Assignment. Customer may not assign or transfer these Terms without Solidroad’s prior written consent. Solidroad may assign these Terms without consent, including to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets or business. Any attempted assignment in violation of this Section is void.
13.6. Notices and Electronic Communications. Solidroad may give notices to Customer by email to the address associated with Customer’s account or through the Services. Customer must send legal notices to Solidroad by email to support@solidroad.com, with a copy to Solidroad, Inc., 55 Francisco Street, San Francisco, CA 94133. Customer consents to receiving communications from Solidroad electronically.
13.7. Relationship of the Parties. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency or employment relationship, and there are no third-party beneficiaries of these Terms.
13.8. Severability and Waiver. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in effect. A party’s failure to enforce any provision is not a waiver of that provision.
13.9. Entire Agreement; Order of Precedence. These Terms (including the DPA and the details of Customer’s Plan) are the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings regarding that subject matter. Any purchase order or other terms submitted by Customer have no effect. The Privacy Policy describes Solidroad’s own data practices and is not part of these Terms. If there is a conflict, the following order of precedence applies: (a) the DPA, with respect to the processing of personal data; (b) these Terms; and (c) the details of Customer’s Plan and the Documentation.
13.10. Contact. Questions about these Terms may be sent to support@solidroad.com.