Heddle Studio Terms of Service

Effective Date: 2026-05-01 Last Updated: 2026-05-01

These Terms of Service (the "Terms") form a binding agreement between Actify Automations LLC, a Texas limited liability company ("Heddle Studio," "we," "us," or "our"), and you ("you," "Customer," or "User") regarding your access to and use of the Heddle Studio service (the "Service"). By creating an account, accessing, or using the Service, you agree to these Terms. If you do not agree, do not access or use the Service.

1. Acceptance and Eligibility

1.1 Acceptance. You accept these Terms by (a) clicking "I Agree" or a similar button at signup, (b) creating an account, or (c) accessing or using the Service.

1.2 Eligibility. You must be at least 18 years old and have the legal capacity to enter into a binding contract. By using the Service, you represent that you meet these eligibility requirements.

1.3 Authority to bind organization. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to both you and the organization.

2. Geographic Scope (United States Only)

2.1 The Service is offered to users located in the United States only. By using the Service, you represent that you are located in the United States. Users located outside the United States may not access or use the Service.

2.2 Use of a virtual private network (VPN), proxy, or anonymization service to access the Service from a prohibited region is a material breach of these Terms and grounds for immediate account termination, with no refund of any pre-paid fees.

3. Beta Status and Disclaimer

3.1 The Service is currently offered as a Beta release. You acknowledge that during the Beta:

• The Service may be unstable, contain bugs, or experience downtime;
• Features may be incomplete, may change without notice, or be discontinued;
• Customer Data may be lost, corrupted, or rendered inaccessible;
• We make no representations or warranties about Service availability, performance, accuracy, or fitness for purpose;
• We may change pricing, scope, or terms with notice as described in Section 16.

3.2 You use the Beta at your own risk. We strongly encourage you to maintain independent backups of any Customer Data you upload to the Service.

3.3 We will use commercially reasonable efforts to maintain backups of your data during the Beta but make no guarantee of recovery.

4. Account, Subscription, Billing, and Renewal

4.1 Account creation. You must register an account to access most features of the Service. You agree to provide accurate, current, and complete information and to keep that information up to date.

4.2 Account security. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.

4.3 Free trial. New users may receive a free trial limited to 5,000 tokens, 750 pages, or 30 days, whichever occurs first. No credit card is required to start the trial. After trial expiration or limit threshold, your account moves to read-only state for sixty (60) days, during which time you may export your data; thereafter, data may be deleted.

4.4 Subscription tiers. Paid subscriptions are offered at the following tiers, billed monthly or annually:

• Starter: $99/month or $84/month annual
• Pro: $199/month or $169/month annual
• Team: $499/month or $449/month annual
• Enterprise: custom pricing

Each tier provides a defined token allocation, feature access, and user/seat count, as set forth on our pricing page.

4.5 Token consumption and overages. Service usage consumes tokens at rates set forth on our pricing page. If you exceed your monthly token allocation, overage charges apply at the per-1,000-token rate published for your tier. Overage charges on the Starter tier are capped at $75 per billing period; once the cap is reached, additional usage is blocked until the next billing cycle or upgrade. Token allocations do not roll over between billing cycles; unused tokens expire at the end of each cycle.

4.6 Auto-renewal. Your subscription will automatically renew for successive billing periods at the then-current price unless canceled before the renewal date. By subscribing, you authorize us to charge your payment method on file at the start of each renewal period.

4.7 California Auto-Renewal Disclosure (and equivalent state laws). Pursuant to California Business and Professions Code §17602 and similar laws of other states:

• Your subscription auto-renews until canceled.
• We will send a renewal reminder by email at least fifteen (15) days before each annual renewal.
• You may cancel at any time through your account settings without contacting support.
• Cancellation takes effect at the end of the then-current billing period.

4.8 Cancellation. You may cancel your subscription at any time through your account settings. Upon cancellation, your access continues until the end of the then-current billing period, after which access is suspended. No refunds are issued for partial periods or unused tokens.

4.9 Payment failure and suspension. If a payment fails, Stripe will retry per its standard schedule. If retries do not succeed within approximately fourteen (14) days, your account will be suspended (read-only). If payment is not cured within an additional 30 days (60 days from initial failure), your account and Customer Data may be deleted.

4.10 Pricing changes. We may change pricing for any tier with at least thirty (30) days' notice via email. Pricing changes take effect at your next renewal. If you do not agree to the new pricing, you may cancel before the renewal effective date.

4.11 Taxes. Subscription fees are exclusive of sales, use, value-added, or other applicable taxes, which you are responsible for paying.

4.12 Founding Member pricing. From time to time we may offer a limited-cohort "Founding Member" program providing early customers a discounted subscription rate (the "Founding Rate") on Starter, Pro, or Team tiers. The following terms apply to any Founding Rate offered:

(a) The Founding Rate applies to the first twelve (12) months of continuous, in-good-standing subscription on the tier selected at enrollment. Beginning with the thirteenth (13th) month, your subscription will renew at the then-current standard rate for your tier under Section 4.6, and Section 4.10 pricing-change notice does not apply to the scheduled transition from the Founding Rate to the standard rate.

(b) Eligibility for the Founding Rate is conditioned on continuous subscription and good payment standing during the initial twelve (12) months. Cancellation, suspension under Section 4.9, or termination for cause under Section 14.3 forfeits the Founding Rate, and any subsequent re-subscription will be at the then-current standard rate.

(c) The Founding Rate is non-stackable with referral-program discounts or other promotions, non-transferable, and limited to one (1) Founding Rate per customer organization.

(d) Tier upgrades during the Founding Rate period: if you upgrade to a higher tier, the Founding Rate percentage applicable to the new tier (as published at enrollment) governs from the upgrade date through the end of the original twelve-month window; downgrades during the Founding Rate period forfeit the discount.

(e) The Founding Member program may be modified or discontinued for new enrollment at any time without affecting customers already enrolled at a Founding Rate.

In the event of any conflict between marketing materials describing the Founding Member program and this Section 4.12, this Section 4.12 controls.

5. License and Permitted Use

5.1 License grant. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business or personal purposes during the term of your subscription.

5.2 No software sale. The Service is a hosted software-as-a-service offering. We are not selling or licensing software to you for installation, modification, or redistribution.

5.3 Restrictions. You will not, and will not permit any third party to:

(a) copy, modify, create derivative works of, reverse engineer, decompile, or disassemble any part of the Service; (b) attempt to discover the underlying source code, structure, or algorithms of the Service except to the limited extent permitted by applicable law; (c) sublicense, sell, resell, rent, lease, transfer, or otherwise commercially exploit the Service; (d) use the Service to build a competing product or service, or to benchmark the Service for that purpose; (e) access the Service through automated means (other than our public API as documented), scrape, crawl, or use bots, spiders, or similar tools; (f) interfere with, disrupt, or attempt to gain unauthorized access to the Service, related systems, or other users' accounts; (g) circumvent any usage limits, token allocations, rate limits, or access controls; (h) share account credentials beyond the seat or user limits of your subscription tier; (i) use the Service in violation of any applicable law or third-party right, or in violation of our Acceptable Use Policy (incorporated by reference); (j) use the Service to process Protected Health Information (PHI) as defined under HIPAA, non-public personal information of customers of "financial institutions" as defined under GLBA, or government data subject to CJIS, FedRAMP, or similar regimes, unless and until a separate written agreement governing such use is executed with us.

6. Customer Data; Ownership and License

6.1 Customer Data definition. "Customer Data" means any documents, data, files, content, or other information that you upload, submit, or transmit to the Service, including invoices, vendor data, extracted content, classifications, transformation outputs, and any associated metadata.

6.2 Ownership. As between you and us, you retain all right, title, and interest in and to Customer Data, including all intellectual property rights.

6.3 License to us. You grant us a limited, non-exclusive, royalty-free license to host, process, transmit, store, display, copy, and otherwise use Customer Data solely as necessary to (a) provide and operate the Service, (b) prevent or address security, fraud, or technical issues, (c) comply with law or legal process, and (d) improve future suggestions and outputs for your account only, as further described in our Privacy Policy.

6.4 No shared / global model training. We do not use Customer Data from one customer to train models that benefit other customers. If we ever change this policy, we will provide at least thirty (30) days' notice and an opportunity to opt out before the change takes effect.

6.5 Data export and deletion on termination. Upon termination of your subscription, you have thirty (30) days to export Customer Data through the Service's existing export tools. After this period, we may delete Customer Data, except that:

• Encrypted backups may persist up to thirty (30) days post-deletion before automatic rotation;
• Records related to billing, invoicing, payment, or fraud may be retained as required by tax and legal obligations (typically seven (7) years).

6.6 Customer-configured destinations and integrations. You may configure outbound webhooks and third-party integrations (including but not limited to Zapier, Slack, Google Sheets, QuickBooks, and other services) that cause Customer Data to be transmitted to destinations you configure and control. We are not responsible for the privacy, security, or other practices of those destinations once Customer Data leaves the Service. You are responsible for ensuring your configured destinations meet any compliance requirements applicable to your use.

7. Heddle Studio Intellectual Property

7.1 Our IP. We retain all right, title, and interest in and to the Service, including all software, models, algorithms, user interfaces, branding, documentation, and any improvements, enhancements, or derivative works (excluding Customer Data). Nothing in these Terms grants you any rights in our intellectual property except the limited license expressly stated in Section 5.

7.2 Feedback. If you provide suggestions, ideas, comments, or feedback regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and exploit the Feedback for any purpose, without compensation or attribution. Feedback is not Customer Data.

7.3 Trademarks. "Heddle," "Heddle Studio," and our logos are trademarks of Actify Automations LLC. You may not use these marks without our prior written consent.

8. Confidentiality

8.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or that a reasonable person would understand to be confidential under the circumstances. Customer Data is your Confidential Information; the Service's underlying code, algorithms, and pricing are our Confidential Information.

8.2 Obligations. Recipient will (a) use Confidential Information only as needed to perform under these Terms, (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and (c) not disclose Confidential Information to third parties except to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective.

8.3 Exclusions. Confidentiality obligations do not apply to information that (a) is or becomes publicly available without breach, (b) was rightfully known to Recipient before receipt, (c) is independently developed without use of Confidential Information, or (d) is required to be disclosed by law or legal process (Recipient will give prompt notice if legally permitted).

9. Privacy

9.1 Our collection, use, and disclosure of personal information is governed by our Privacy Policy, available at https://heddlestudio.com/privacy-policy, and incorporated into these Terms by reference. By using the Service, you consent to the data practices described in the Privacy Policy.

10. Acceptable Use

10.1 Your use of the Service is subject to our Acceptable Use Policy ("AUP"), available at https://heddlestudio.com/acceptable-use-policy, and incorporated by reference. Violation of the AUP is a material breach of these Terms.

11. Warranties and Disclaimers

11.1 Limited mutual warranties. Each party represents that it has the legal authority to enter into these Terms.

11.2 AS-IS DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, RELIABILITY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

11.3 No accuracy warranty for AI outputs. WE MAKE NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY EXTRACTION, CLASSIFICATION, OR TRANSFORMATION GENERATED BY THE SERVICE. OUTPUT QUALITY DEPENDS ON INPUT QUALITY, DOCUMENT CHARACTERISTICS, INTEGRATION CONFIGURATION, AND OTHER FACTORS OUTSIDE OUR CONTROL. YOU ARE RESPONSIBLE FOR REVIEWING AND VERIFYING ALL OUTPUTS BEFORE RELYING ON THEM FOR BUSINESS, FINANCIAL, OR LEGAL PURPOSES.

11.4 Beta disclaimer. During Beta, the disclaimers in Sections 11.2 and 11.3 are extended further: the Service may be unstable, may lose data, may change features without notice, and may be discontinued. You acknowledge and accept this elevated risk.

11.5 No SLA during Beta. We make no service-level commitments during the Beta period. We may introduce service-level commitments for specific tiers at General Availability (GA).

12. Limitation of Liability

12.1 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100), OR (B) THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Exclusion of damages types. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Carve-outs from cap. Sections 12.1 and 12.2 do not limit:

(a) your indemnification obligations under Section 13; (b) liability arising from a party's gross negligence or willful misconduct (to the extent such limitation is prohibited by applicable law); (c) your obligation to pay fees owed under Section 4.

12.4 Basis of bargain. You acknowledge that the limitations in this Section 12 are an essential element of the bargain between the parties and that we would not have offered the Service on these terms without these limitations.

13. Indemnification

13.1 Your indemnification of us. You will defend, indemnify, and hold harmless Heddle Studio, Actify Automations LLC, and our officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) your violation of these Terms, the AUP, or applicable law; (b) your Customer Data, including any claim that Customer Data infringes, misappropriates, or violates the rights of any third party, to the extent you knew or had reason to know of such infringement, misappropriation, or violation; (c) your misuse of the Service; (d) any transaction between you and a third party that arose through or in connection with your use of the Service.

13.2 Our indemnification of you. We will defend, indemnify, and hold you harmless from and against any third-party claim arising from:

(a) the Service infringing or misappropriating the intellectual property rights of a third party in the United States; (b) our material breach of confidentiality obligations under Section 8; or (c) a security incident affecting Customer Data caused by our gross negligence or willful misconduct.

13.3 Cap on our indemnity. Our indemnification obligations under Section 13.2 are subject to the limitation of liability set forth in Section 12.1.

13.4 Exclusions from our indemnity. We have no indemnification obligation to the extent a claim arises from (a) infringement, illegality, or third-party-rights claims related to your Customer Data, (b) your modifications, (c) your combination of the Service with non-Heddle products, (d) your use of the Service in violation of these Terms, or (e) the Beta nature of the Service.

13.5 Indemnification procedure. The party seeking indemnification will (a) promptly notify the indemnifier of the claim, (b) give the indemnifier sole control of the defense and settlement (provided no settlement admits fault or imposes obligations on the indemnified party without consent), and (c) provide reasonable cooperation at the indemnifier's expense.

14. Term and Termination

14.1 Term. These Terms begin when you accept them and continue until terminated as set forth here.

14.2 Termination by you. You may terminate by canceling your subscription at any time. Cancellation takes effect at the end of the current billing period.

14.3 Termination by us for cause. We may terminate or suspend your account immediately, without notice and without refund, if:

(a) you breach these Terms or the AUP; (b) we suspect fraudulent, abusive, or unlawful activity; (c) your payment is not cured per Section 4.9; (d) we are required by law or legal process; or (e) continuing to provide the Service to you exposes us to material risk.

14.4 Termination by us without cause. We may terminate without cause with thirty (30) days' notice by email to your account address. In that event, we will refund any pre-paid fees on a pro-rata basis for the unused portion of your subscription period.

14.5 Effect of termination. Upon termination:

• Your right to access and use the Service ceases immediately;
• You have thirty (30) days to export Customer Data;
• After the export period, Customer Data may be deleted, subject to backup retention and legal retention obligations;
• Any fees owed for periods prior to termination remain due.

14.6 Survival. The following sections survive termination: 5.3 (Restrictions), 6.2–6.6 (Customer Data), 7 (IP), 8 (Confidentiality), 11 (Disclaimers), 12 (Liability), 13 (Indemnification), 14.5 (Effect of Termination), 14.6 (Survival), 15 (Limitation of Action), 16 (Modifications), 17 (Dispute Resolution), and 18 (General).

15. Limitation of Action

15.1 One-year filing window. Any claim arising out of or relating to these Terms or the Service must be brought within one (1) year of the event giving rise to the claim, or be permanently barred. This Section does not apply where prohibited by applicable law.

16. Modifications to These Terms

16.1 Material changes. We may make material changes to these Terms (e.g., changes to liability allocation, pricing structure, or core service rights) with at least thirty (30) days' notice via email to your account address and an in-product notice. During the notice period, you may cancel your subscription without penalty.

16.2 Non-material changes. We may make non-material changes (e.g., clarifications, processor list updates, formatting) by posting the updated Terms with a new "Last Updated" date. Continued use of the Service after the effective date of non-material changes constitutes acceptance.

17. Dispute Resolution and Governing Law

17.1 Governing law. These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal resolution. Before filing a claim, the parties will attempt in good faith to resolve any dispute by direct discussion. The party initiating the dispute must send written notice to legal@actifyautomations.com (for Heddle) or to the email on file (for User), describing the claim and the relief sought. The parties have thirty (30) days to attempt to resolve the dispute informally before either party may proceed to arbitration.

17.3 Binding arbitration. Except as set forth in Section 17.5, all disputes arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted in Houston, Texas, by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

17.4 Class-action and jury-trial waivers. YOU AND WE EACH AGREE THAT (a) DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION, AND (b) YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL. If a court determines that this Section 17.4 is unenforceable as to any claim, that claim will be severed from arbitration and proceed in court, but the remainder of these Terms (including arbitration of all other claims) remains in effect.

17.5 Carve-outs from arbitration. Either party may bring an action in small claims court in Fort Bend County, Texas for any claim within the court's jurisdiction. Heddle Studio may also seek injunctive or other equitable relief in any court of competent jurisdiction in Fort Bend County, Texas, to protect its intellectual property or confidential information.

17.6 Venue for non-arbitration matters. For any non-arbitration matters that proceed in court, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fort Bend County, Texas.

18. General

18.1 Entire agreement. These Terms, together with the Privacy Policy, AUP, Referral Program Terms (if applicable), and any order forms or supplemental terms expressly incorporated by reference, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous agreements on the subject.

18.2 Severability. If any provision is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if not possible, severed; the remaining provisions remain in effect.

18.3 No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.

18.4 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms (including in connection with a merger, acquisition, sale of assets, or by operation of law) without your consent.

18.5 Force majeure. Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, war, pandemic, civil unrest, government action, internet outages, or third-party service failures.

18.6 Notices. Notices to you may be sent to the email address on your account. Notices to us must be sent to legal@actifyautomations.com with a physical copy to Actify Automations LLC, PO Box 91, Thompsons, TX 77481.

18.7 Attorneys' fees. In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

18.8 Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

18.9 No third-party beneficiaries. These Terms do not create any third-party beneficiary rights.

18.10 Headings. Section headings are for convenience only and do not affect interpretation.

18.11 Contact. Questions about these Terms may be sent to legal@actifyautomations.com.

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.