HydroSig OÜ – Terms of Service

(v. 2025-08-05 – draft for review; replace brackets [ ] with your company specifics before publishing)

1. Definitions

2. Acceptance & Scope

By (a) clicking “Accept”, (b) executing an Order, or (c) using any part of the Service, you accept this Agreement on behalf of Customer. If you do not have authority, do not use the Service.

The Agreement governs all access to and use of the Service, regardless of any conflicting terms in purchase orders or procurement portals.

3. Accounts, API Keys & Security

1. Eligibility. Customer and its Users must be at least 18 years old and legally able to enter into contracts.
2. API Keys. HydroSig issues secret keys under Customer’s tenant. Customer must keep keys confidential, rotate them promptly if compromised and enforce least-privilege access.
3. Responsibility. Customer is responsible for (i) all use of the Service via its keys or accounts, (ii) compliance with this Agreement by its employees, contractors and end-users, and (iii) promptly notifying HydroSig of any unauthorised use.

4. Licence & Usage Restrictions

HydroSig grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Service during the Subscription Term solely for Customer’s internal business purposes. Customer shall not:

• reverse-engineer, decompile or probe the Service or its detectors;
• interfere with rate limits, quotas or security features;
• transmit unlawful, infringing, or malicious content;
• use the Service to build or train competing watermark-detection services;
• remove or alter proprietary notices or Receipts.

HydroSig may suspend the Service if Customer breaches these restrictions or causes a security or legal risk, and will give reasonable notice where feasible.

5. Fees, Billing & Taxes

1. Pricing. Fees are set out in the Order (e.g. $0 for Free/Developer, $99/month for Pro, Contact Us for Enterprise).
2. Metering. Usage is measured nightly from HydroSig’s logs and database and deemed correct absent manifest error.
3. Payment Terms. Fees are due in advance for fixed subscriptions and monthly in arrears for overage. Payments are processed via Stripe. Unpaid amounts >14 days past due may incur 1.0 % interest per month and suspension.
4. Taxes. Fees exclude VAT, GST, sales or similar taxes. Customer is responsible for all applicable taxes unless exempt with valid certificate.

6. Service Levels & Support

HydroSig will use commercially reasonable efforts to provide 95th-percentile latency <800 ms and Monthly Uptime Percentage ≥99 %. Details are in the Service Level Agreement (SLA). Credits described in the SLA are Customer’s sole remedy for SLA failures.

7. Customer Content & Data Protection

1. Ownership. Customer retains all rights in images and other assets it submits (“Customer Content”).
2. Licence to Process. Customer grants HydroSig a limited licence to process Customer Content solely to provide the Service and generate Receipts.
3. Receipts & Retention. HydroSig stores Receipts and associated hashes in immutable storage for 6 years by default, unless Customer requests earlier deletion after statutory periods expire.
4. Confidentiality. HydroSig will treat Customer Content and Receipts as confidential and implement technical and organisational measures consistent with SOC 2 controls.
5. Personal Data. Where Customer Content includes personal data, the Data-Processing Addendum (DPA) (incorporated by reference) applies and designates HydroSig as Processor.

8. Intellectual Property

Except for the rights expressly granted, HydroSig and its licensors own all IP rights in the Service, detectors, models, documentation and Aggregate Data (usage metrics or anonymised statistics). No implied licences.

9. Regulatory Compliance

HydroSig endeavours to detect watermarks compliant with SynthID, Content Credentials, C2PA and Stability specifications, but Customer remains solely responsible for satisfying any legal duty under SB 942, the EU AI Act, or other Applicable Law. HydroSig does not provide legal advice.

10. Warranties & Disclaimers

1. Mutual. Each party warrants it has validly entered into this Agreement and will comply with Applicable Law in performing hereunder.
2. Service Warranty. HydroSig warrants the Service will materially conform to the documentation. If not, HydroSig will use reasonable efforts to correct the non-conformity; if unable to do so within 30 days, Customer may terminate and receive a pro-rated refund.
3. Disclaimer. Except as expressly stated, the Service is provided “as is” and HydroSig disclaims all implied warranties (merchantability, fitness, non-infringement, accuracy). HydroSig does not warrant that every watermark will be detected, that Receipts constitute legal compliance, or that the Service will be uninterrupted or error-free.

11. Indemnities

1. By HydroSig. HydroSig will defend Customer against claims that the Service infringes a third-party IP right, and pay damages finally awarded, provided (i) Customer notifies HydroSig promptly, (ii) grants sole control, and (iii) cooperates. HydroSig may (a) obtain a licence, (b) modify the Service, or (c) terminate the Agreement with a refund.
2. By Customer. Customer will defend HydroSig against claims arising from (i) Customer Content, (ii) breach of Section 4, or (iii) unlawful or infringing use of the Service.

12. Limitation of Liability

Neither party will be liable for indirect, incidental, consequential, special or punitive damages, or loss of profits, revenues, data or goodwill, even if advised of the possibility.

HydroSig’s aggregate liability under the Agreement will not exceed the fees paid by Customer in the 12 months preceding the claim, except that the above cap does not apply to Customer’s payment obligations or either party’s indemnification obligations.

13. Term, Termination & Suspension

• Term. The Agreement starts on the Effective Date and continues until all Subscriptions expire or are terminated.
• Termination for Cause. Either party may terminate on 30 days’ written notice of uncured material breach; immediate termination applies for insolvency or unlawful use.
• Effects. Upon termination (i) all licences cease, (ii) Customer must cease use of the Service, (iii) outstanding fees become immediately due, and (iv) HydroSig will delete Customer Content within 60 days except Receipts retained under Section 7.3.
• Survival. Sections 7, 8, 10–12, 14–16 survive termination.

14. Confidentiality

Each party (“Recipient”) must (i) protect the other’s Confidential Information with reasonable care, (ii) use it only to perform under the Agreement, and (iii) not disclose it except to employees and contractors bound by similar obligations. Exclusions: information that is public, already known, independently developed, or rightfully obtained without restriction. Required disclosures (court order, regulator) permitted with prompt notice.

15. Export & Sanctions Compliance

Customer represents it is not subject to EU, UK, US or UN sanctions and will not export or allow access to the Service in violation of export-control laws.

16. Governing Law & Dispute Resolution

• Law. This Agreement is governed by Estonian law, without regard to conflict-of-laws rules.
• Venue. Any dispute not settled amicably within 30 days shall be finally resolved by the Harju County Court (Tallinn). Either party may seek injunctive relief in any competent court.
• Consumer Laws. The Service is offered solely to business users; EU consumer rights do not apply.

17. Changes to the Terms

HydroSig may update these Terms on at least 30 days’ notice via email or dashboard; material changes become binding at the start of the next Subscription Term. Continued use after the effective date constitutes acceptance.

18. Entire Agreement & Order of Precedence

The Agreement is the entire agreement between the parties concerning the Service and supersedes prior proposals or discussions. In case of conflict: Order > DPA > SLA > Terms.

19. Notices

Legal notices must be in writing and delivered by email with confirmation or by courier to:

HydroSig OÜ
[Street address]
Tallinn, [postal code], Estonia
legal@hydrosig.ai

Customer notices to the address on the Order.

20. General

• Assignment. Neither party may assign the Agreement without the other’s consent, except to an Affiliate or in a merger/acquisition with notice.
• Independent Contractors. The parties are independent; no agency, partnership or joint venture is created.
• Severability. If any provision is unenforceable, the remaining provisions remain in effect.
• Force Majeure. Neither party is liable for failure caused by events beyond reasonable control (e.g., natural disasters, war, labour disputes, Internet outages).
• Publicity. HydroSig may list Customer’s name and logo among its customers unless Customer opts out in writing.

By using HydroSig you confirm that you have read, understood, and agreed to these Terms of Service.