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Terms

HEMIDI COMMERCIAL TERMS OF SERVICE

Effective date: March 26, 2026

1. Scope of Application

These Commercial Terms of Service ("Commercial Terms") are an agreement between HEMIDI JOINT STOCK COMPANY ("Hemidi") and you or the organization, enterprise, or legal entity that you represent (the "Customer"). These Terms govern the Customer's use of APIs, administrative dashboards, administrative workspaces, team or enterprise services, and any other Hemidi services that reference these Commercial Terms (collectively, the "Service").

The Service under these Commercial Terms is not intended for purely personal consumer purposes. If you use the service in an individual capacity or use self-service products intended for individual users, HEMIDI CONSUMER TERMS OF SERVICE may apply instead or in addition depending on the context of use.

2. Formation of Agreement

The Commercial Terms become effective on the earliest of the following dates:

  • the date on which the Customer electronically accepts these Commercial Terms;
  • the date on which the Customer begins accessing or using a Service that references these Commercial Terms;
  • the date on which the Customer signs an order form, appendix, quotation, or commercial contract incorporating these Commercial Terms.

The person accepting or signing on behalf of the Customer represents that they have full authority to bind the Customer.

3. Right to Use the Service

Subject to payment and compliance with these Commercial Terms, Hemidi grants the Customer the right to access and use the Service for the Customer's internal operations, commercial activities, and to provide the Customer's own products or services to end users to the extent permitted under the applicable service plan, commercial documentation, and technical documentation.

The Customer is responsible for all activities arising under its account, workspace, organization, or access keys, including the activities of personnel, contractors, end users, and systems that the Customer permits to connect.

4. Customer Content

As between Hemidi and the Customer, the Customer retains all rights in its Input. To the extent permitted by law, to the extent Hemidi has rights capable of lawful assignment, and subject to the Customer's compliance with these Commercial Terms, Hemidi assigns to the Customer any proprietary rights of Hemidi, if any, in Output generated specifically for the Customer from the Customer's use of the Service. This assignment does not create for the Customer any ownership rights in the Service, the orchestration layer, underlying tools, integration logic, system data, or duplicated or similar Output generated for other users.

"Input" means any data, prompts, instructions, source code, files, images, configurations, parameters, or materials submitted into the Service by the Customer or the Customer's users. "Output" means any responses, source code, content, proposals, documents, or other results generated by the Service from the Input. Input and Output are collectively referred to as "Customer Content."

The Customer is responsible for ensuring that it and its users have all necessary rights, licenses, and legal bases to submit, process, and use Customer Content.

5. How Hemidi Processes Customer Content

Hemidi may process Customer Content to the extent necessary to:

  • provide, operate, and maintain the Service;
  • secure the Service, detect fraud, prevent abuse, remedy errors, and provide technical support;
  • comply with law, requests of competent authorities, and enforce terms;
  • generate aggregated statistics or data processed to reasonably reduce the ability to identify individuals in order to measure performance, stability, safety, and system quality.

Unless the Customer affirmatively enables the relevant feature, separately agrees, or the service documentation provides otherwise, Hemidi does not use Customer Content from the Commercial Service to train, fine-tune, or improve foundation models, shared models, or other artificial intelligence product lines directly provided by Hemidi for separate commercialization.

If a Service or service package includes a mechanism that allows Customer Content to be used to improve features, safety mechanisms, orchestration quality, or, where Hemidi clearly discloses that it directly provides a model layer, to train, fine-tune, or improve the model serving the very product used by the Customer, Hemidi will clearly disclose the applicable mechanism, the relevant data scope, any opt-in or opt-out choices, and the order of precedence between these Commercial Terms and the documentation specifically applicable to that Service. Where the Customer chooses to connect a third-party AI provider, data processing by that provider is also subject to the relevant applicable documentation and integration configuration. Where one product integrates with or interacts with another Hemidi product, Customer Content from one product may be used only within the scope of that product unless otherwise clearly provided in an agreement or applicable documentation.

Nothing in this Section limits Hemidi's right to use aggregated data, data processed to reasonably reduce the ability to identify individuals, safety signals, operational logs, or data necessary to detect and prevent abuse.

6. Compliance, Safety, and Use Restrictions

The Customer and its users may use the Service only in accordance with:

  • these Commercial Terms;
  • Hemidi's Acceptable Use Policy;
  • the Service-Specific Terms;
  • country or regional support policies, if issued by Hemidi;
  • applicable law.

The Customer must not engage in any of the following conduct:

  • use the Service to develop directly competing products by materially copying Hemidi's outputs, system behavior, or technical logic or by training competing artificial intelligence models on that basis;
  • reverse engineer, unauthorizedly copy, unauthorizedly test, scan, or unauthorizedly scrape the Service;
  • use the Service for unlawful purposes, fraud, intrusion, dissemination of malware, or unauthorized data collection;
  • reprovide the Service as an intermediary service contrary to the scope approved by Hemidi.

The Customer is responsible for assessing whether Output is suitable for its use case, including determining when human review is required before Output is used or shared.

7. Accounts, Administration, and End Users

The Customer is responsible for:

  • administering its accounts, workspaces, teams, API keys, and credentials;
  • configuring roles, permissions, and internal approval workflows;
  • the conduct of end users, personnel, contractors, and representatives accessing through its account or organization;
  • notifying users that accounts may be administered, monitored, or controlled by the organization if the product supports that model.

The Customer must promptly notify Hemidi if it suspects that its account has been compromised or is under attack in a manner materially affecting the Service.

8. Fees, Taxes, and Billing Units

The Customer must pay the fees incurred in accordance with the applicable pricing schedule, checkout screen, order form, quotation, or commercial documentation. Hemidi may require prepayment in credits, billing units, or similar mechanisms; all such mechanisms are governed by HEMIDI CREDIT AND BILLING UNIT TERMS.

Unless otherwise agreed in writing:

  • fees exclude taxes, levies, or similar financial obligations;
  • standard recurring plans, if any, are charged on 30-day cycles and may automatically renew under the published mechanism;
  • Hemidi reserves the right to, at its discretion, update unit prices and provide reasonable advance notice for public pricing; unless otherwise provided in commercial documentation or a specific notice, updated pricing applies only to transactions, billing cycles, or usage arising after such changes become effective;
  • the pricing schedule, charging rules, conversion rates, and deduction mechanisms published or applied by Hemidi at the time the transaction, billing cycle, or usage arises shall govern, unless there is a clear system error or another written agreement;
  • failure to make payment when due may result in suspension or termination, cancellation, revocation, adjustment, or temporary locking of all or part of the Service.

9. Confidentiality

Each party may receive information identified as confidential, proprietary, or that by reasonable context should be treated as confidential ("Confidential Information"). The receiving party may use the disclosing party's Confidential Information only to exercise its rights and perform its obligations under these Commercial Terms and may disclose it only to those who need to know it, provided that such persons are bound by confidentiality obligations no less protective than those set out in this document.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, information lawfully in the receiving party's possession before receipt from the disclosing party, information lawfully provided by a third party without confidentiality obligations, or information independently developed by the receiving party without use of the disclosing party's Confidential Information.

Where the receiving party is compelled to disclose Confidential Information pursuant to law or the request of a competent authority, it may do so to the extent required, provided that it gives prior notice to the disclosing party where permitted by law.

Customer Content is the Customer's Confidential Information.

10. Intellectual Property

Except for the rights expressly provided in these Commercial Terms, neither party is granted any rights in the other party's content or intellectual property, whether by implication or otherwise.

Hemidi may use the Customer's name and logo to identify the Customer as a Hemidi customer only where such use is expressly provided in an agreement, approval, or commercial documentation.

11. Privacy and Data Processing Addendum

The processing of data submitted through the Service is governed by the privacy policy, HEMIDI DATA PROCESSING ADDENDUM if the data processing addendum has been validly incorporated or executed, and the technical and organizational measures applied by Hemidi to the relevant Service.

12. Disclaimers and Limitation of Liability

The Service is provided on an as-is and as-available basis, except to the extent Hemidi has clearly committed otherwise in writing in a service level agreement, order form, or separate contract.

The Customer acknowledges that Output may be incorrect, incomplete, misleading, or not reflect the latest information, and that the Customer must not rely exclusively on Output without independent review appropriate to its use case.

The Customer also acknowledges that due to the nature of generative artificial intelligence systems, including third-party AI systems connected through the Service, Output may not be unique, and Hemidi or the relevant provider may generate the same or similar output for other customers or users.

To the extent permitted by law, Hemidi shall not be liable for indirect damages, consequential damages, loss of revenue, loss of profits, loss of data, loss of opportunity, or business interruption arising out of or relating to the Service.

Unless otherwise agreed in writing, Hemidi's aggregate liability under these Commercial Terms shall not exceed the total amount actually paid by the Customer to Hemidi for the Service giving rise to the claim in the twelve (12) months preceding the event giving rise to liability.

Nothing in these Commercial Terms is intended to exclude or limit liability that may not be excluded or limited under applicable law.

13. Suspension and Termination

Hemidi reserves the right to, at its discretion, suspend or terminate, cancel, revoke, adjust, or temporarily lock all or part of the Customer's access to the Service if:

  • the Customer breaches these Commercial Terms;
  • the Customer fails to make payment when due;
  • the Customer creates material legal, security, or operational risk;
  • law or a competent authority requires Hemidi to take such measure.

The Customer may discontinue use of the Service or terminate in accordance with the mechanism set out in the applicable commercial documentation.

After termination becomes effective, the Customer's access rights may be disabled in whole or in part. Unless otherwise provided by applicable law, the Service's standard retention schedule, or a separate agreement, the Customer may request export of available data within a reasonable period after the termination date; after that period, Hemidi may delete, disable, or hide data in accordance with the Service's standard mechanisms, internal retention schedules, legal requirements, backup obligations, or security logs.

Provisions regarding outstanding fees, confidentiality, intellectual property, disclaimers, limitation of liability, dispute resolution, and any other provisions which by their nature should survive shall continue in effect after termination.

14. Governing Law and Contact Information

Unless otherwise agreed by the parties in writing, these Commercial Terms are governed by the laws of Vietnam, and any dispute arising out of or relating to these Commercial Terms shall be subject to the jurisdiction of the competent court in Ho Chi Minh City, Vietnam.

Hemidi's current contact information is as follows:

  • Website: https://hemidi.com
  • Support: support@hemidi.com