Customer License Agreement (CLA)

This Customer License Agreement ("CLA") governs access to and use of the Done.ai portal and platform services (the "Services") by the customer accepting these terms ("Customer", "you"). The Services are provided by the Done.ai entity responsible for your region or country ("Done.ai", "Supplier", "we", or "us").

By accessing or using the Services, you agree to be bound by this CLA.

1. Scope and Purpose

This CLA governs access to and use of the Done.ai portal and platform (the "Done Portal"), including identity, access management, and license administration for services made available through the platform.

Done.ai operates the Done Portal as a distribution and access layer for both Done.ai services and third-party or white‑label services made available under separate service terms. This CLA does not replace or modify any service-specific agreements applicable to such services.

2. Definitions

3. Access, Done ID, and Use

3.1 Done ID and User Accounts

Access to the Done Portal and Services requires registration of a user account through Done ID, Done.ai’s identity and access management solution. Customer is responsible for ensuring that users are authorized and comply with this CLA.

3.2 Platform Role

Done.ai provides the Done Portal as a centralized interface for authentication, access control, and license management across multiple services. Done.ai does not operate, control, or assume responsibility for third-party or white-label services unless expressly stated in an applicable service agreement.

3.3 Acceptable Use

Customer shall use the Done Portal and Services in compliance with applicable law and Documentation. Customer shall not misuse, interfere with, or attempt to gain unauthorized access to the platform or underlying services.

3.4 Account Security

Customer is responsible for maintaining the confidentiality of Done ID credentials and for all activity performed through the Account.

4. Services, Support, and Changes

4.1 Provision of Services

Done.ai will provide the Services in accordance with the applicable Order and Documentation.

4.2 Support

Support, service levels, and maintenance windows (if any) are described in the applicable Order or Documentation.

4.3 Changes

Done.ai may update or modify the Services to improve functionality, security, or compliance, provided that such changes do not materially reduce core functionality.

5. Fees and Payment

5.1 Fees

Customer shall pay all fees specified in the applicable Order.

5.2 Payment Terms

Unless otherwise stated, invoices are payable within thirty (30) days. Late payments may accrue interest as permitted by law.

5.3 Taxes

Fees are exclusive of taxes, duties, or levies, which Customer is responsible for paying.

6. Intellectual Property

6.1 Ownership

Done.ai retains all rights, title, and interest in and to the Services, Documentation, and related intellectual property.

6.2 Customer Data

Done.ai retains all rights, title, and interest in and to the Services, Documentation, and related intellectual property.

6.3 Feedback

Customer may provide feedback, which Done.ai may use without restriction or obligation.

7. Confidentiality

Each party shall protect the other party’s confidential information using reasonable measures and shall use such information solely to perform under this CLA, except as required by law.

8. Data Protection and Privacy

8.1 Platform vs. Service Processing

Done.ai processes personal data primarily in its role as provider of the Done Portal, Done ID, and license management functionality. Personal data processed within individual services accessed through the Done Portal may be processed by third‑party or white‑label service providers acting as independent data processors or controllers.

8.2 DPA Incorporated by Reference

To the extent Done.ai processes personal data on behalf of Customer in connection with the Done Portal or Services operated by Done.ai, such processing is governed exclusively by the Done.ai Data Processing Agreement (DPA) available at https://www.done.ai/data-processing-agreement, which is hereby incorporated into this CLA by reference.

8.3 Third‑Party Services

Where Customer accesses third‑party or white‑label services (including, without limitation, Done CRM powered by SoftSync) via the Done Portal, personal data processing for such services is governed by the applicable service provider’s data processing agreement and terms. Done.ai is not responsible for personal data processing performed by such providers beyond the platform-level processing described above.

8.4 Precedence

In the event of any conflict between this CLA and the DPA with respect to personal data processing by Done.ai, the provisions of the DPA shall prevail.

9. Third-Party Services

The Services may integrate with or enable access to third-party services. Done.ai is not responsible for third-party services, which are governed by their own terms. Customer is responsible for reviewing and accepting those terms.

10. Warranties and Disclaimers

10.1 Authority

Each party warrants that it has the authority to enter into this CLA. If the Customer is a legal entity, the individual accepting this CLA on behalf of the Customer represents and warrants that they have full authority to bind the Customer to these terms. If such individual does not have the required authority, they must not accept this CLA or use the Services on behalf of the Customer.

10.2 Disclaimer

Except as expressly stated, the Services are provided "as is" and "as available". Done.ai disclaims all implied warranties to the fullest extent permitted by law.

11. Limitation of Liability

To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, or consequential damages. Each party’s total liability under this CLA shall be limited as set out in the applicable Order. These limitations apply notwithstanding the form of action.

12. Term and Termination

12.1 Term

This CLA begins on acceptance and continues for the term specified in the applicable Order.

12.2 Termination for Cause

Either party may terminate for material breach if not cured within thirty (30) days of notice.

12.3 Effect of Termination

Upon termination, Customer’s access to the Services will cease, and outstanding fees become immediately due, subject to the DPA regarding personal data.

13. Governing Law and Dispute Resolution

This CLA is governed by the laws specified in the applicable Order or, if none, the laws of the Supplier’s principal place of business. Disputes shall be resolved in accordance with the dispute resolution clause in the applicable Order.

14. Miscellaneous

14.1 Assignment

Customer may not assign this CLA without Done.ai’s prior written consent, except in connection with a merger or sale of all or substantially all assets.

14.2 Entire Agreement

This CLA, together with the applicable Order and the DPA, constitutes the entire agreement.

14.3 Amendments

Updates to this CLA may be made by Done.ai with reasonable notice; continued use constitutes acceptance.

14.4 Severability

If any provision is held unenforceable, the remainder shall remain in effect.