Terms of Use

1. Agreement to Terms

These Terms of Use ("Terms") govern your access to and use of the websites, applications, products, services, and related materials provided by Tally Software, Inc. dba Hudson ("Hudson," "we," "us," or "our").

By accessing or using Hudson, you agree to these Terms. If you are using Hudson on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" includes that organization.

If you or your organization has entered into a separate written master services agreement, order form, data processing agreement, business associate agreement, security addendum, or similar agreement with Hudson, that signed agreement controls to the extent it conflicts with these Terms.

2. Who May Use Hudson

Hudson is intended for business use by banks, credit unions, mortgage lenders, loan servicers, fintech companies, and other financial services organizations. Individual users may access Hudson through an account provisioned by their employer, customer, or authorized organization.

You must be at least 18 years old and legally able to enter into these Terms. You may not use Hudson if you are prohibited from doing so under applicable law.

3. Accounts and Access

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must use accurate account information, keep credentials secure, and promptly notify Hudson of suspected unauthorized access.

Customer administrators are responsible for authorizing users, assigning permissions, removing access when no longer appropriate, and configuring Hudson consistent with their organization's policies and legal obligations.

4. Hudson Services

Hudson provides AI operations software for financial services workflows. The services may help users configure, orchestrate, monitor, and review agent workflows across systems, documents, operational queues, and customer-facing processes.

Hudson is not a bank, lender, credit bureau, broker, servicer, law firm, or financial advisor. Hudson does not make credit, lending, servicing, underwriting, compliance, or legal decisions for you. You remain responsible for your business decisions, customer communications, regulatory obligations, and use of any outputs generated through Hudson.

5. Customer Data and AI Features

"Customer Data" means data, content, files, prompts, documents, records, messages, workflow outputs, and other information submitted to Hudson by or on behalf of a customer or its users.

As between you and Hudson, you retain ownership of Customer Data. You grant Hudson the rights necessary to host, process, transmit, secure, display, and otherwise use Customer Data to provide, maintain, protect, and improve the services, comply with law, and perform under customer agreements.

Hudson may provide AI-enabled features. AI outputs may be incomplete, inaccurate, or require human review. You are responsible for evaluating outputs before relying on them, using them in regulated workflows, communicating them externally, or taking action based on them.

Hudson configures its production AI processing with privacy and security controls designed for financial services use cases, including controls intended to prevent customer data from being used to train third-party foundation models except as expressly agreed in writing. More information is available on our Security page and in applicable customer agreements.

6. Financial Services Compliance

Customers are responsible for determining whether Hudson is appropriate for their workflows and for complying with laws, regulations, supervisory guidance, contractual obligations, internal policies, recordkeeping requirements, consent requirements, model risk practices, vendor management programs, and customer notice obligations that apply to their business.

Customers are responsible for obtaining and maintaining all rights, consents, authorizations, and notices required to submit Customer Data to Hudson, including data that may include nonpublic personal information, financial records, loan files, identity information, account information, or other sensitive information.

7. Acceptable Use

You may not use Hudson to:

• violate law, regulation, third-party rights, or contractual obligations;
• submit data you do not have the right to submit or process;
• make automated decisions that legally require human review without appropriate review and controls;
• reverse engineer, scrape, overload, interfere with, or attempt unauthorized access to Hudson;
• upload malicious code or conduct security testing without written authorization;
• misrepresent AI-generated content as human-generated where disclosure is required; or
• use Hudson to build a competing product or service except as permitted by law.

8. Security

Hudson maintains administrative, technical, and organizational safeguards designed to protect Customer Data. Security measures may include encryption in transit and at rest, access controls, logging, monitoring, and vendor controls. No system is perfectly secure, and you are responsible for using Hudson in a secure manner.

Current security information is available at hudsonhq.com/security. Security commitments in a signed customer agreement, if any, control over this website description.

9. Third-Party Services and Vendors

Hudson may use third-party infrastructure, cloud, AI, workflow, database, hosting, communications, analytics, and support providers to provide the services. These providers may include AWS, Azure, OpenAI, Anthropic, Convex, Modal, Temporal, Render, and other vendors. Use of certain integrations may also be subject to the terms and policies of the third-party systems you connect.

10. Intellectual Property

Hudson and its licensors own the services, software, designs, interfaces, models, workflows, documentation, and related intellectual property, excluding Customer Data. These Terms do not grant you any rights to Hudson intellectual property except the limited right to use Hudson as permitted by these Terms and applicable customer agreements.

If you provide feedback, suggestions, or ideas, you grant Hudson a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or compensation.

11. Fees and Customer Agreements

Fees, payment terms, subscription periods, usage limits, service levels, support terms, and renewal terms are governed by the applicable order form, statement of work, MSA, or other written agreement. If no separate agreement applies, Hudson may suspend or terminate access for nonpayment, misuse, legal risk, security risk, or violation of these Terms.

12. Confidentiality

If you receive nonpublic information about Hudson, including product plans, security information, pricing, technical information, credentials, or beta features, you must protect it using reasonable care and use it only for the purpose for which it was disclosed. Separate confidentiality obligations in a signed agreement control if applicable.

13. Privacy

Our Privacy Policy explains how we collect, use, disclose, and protect personal information. By using Hudson, you acknowledge our Privacy Policy.

14. Disclaimers

To the maximum extent permitted by law, Hudson is provided "as is" and "as available." Hudson disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Hudson does not warrant that the services will be uninterrupted, error-free, secure, or that AI outputs will be accurate, complete, compliant, or suitable for any particular use. You are responsible for human review, governance, testing, and validation appropriate to your use case.

15. Limitation of Liability

To the maximum extent permitted by law, Hudson will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, business interruption, or goodwill, even if Hudson has been advised of the possibility of those damages.

To the maximum extent permitted by law, Hudson's total liability for all claims relating to these Terms or the services will not exceed the greater of $100 or the amount paid to Hudson for the services giving rise to the claim in the three months before the event giving rise to liability. If a signed customer agreement states a different liability cap, that agreement controls.

16. Indemnification

You will defend, indemnify, and hold harmless Hudson and its officers, directors, employees, contractors, and agents from claims, damages, liabilities, losses, and expenses, including reasonable attorneys' fees, arising from your Customer Data, your use of Hudson, your violation of these Terms, your violation of law, or your infringement or misappropriation of third-party rights.

17. Termination

Hudson may suspend or terminate access to the services if you violate these Terms, create security or legal risk, fail to pay amounts due, or if continued access may harm Hudson, customers, users, or third parties. You may stop using Hudson at any time. Sections that by their nature should survive termination will survive.

18. Arbitration and Class Action Waiver

Any dispute arising out of or relating to these Terms or Hudson will be resolved by binding arbitration administered by JAMS under its applicable rules, except that either party may bring claims in small claims court or seek injunctive relief in court for misuse of intellectual property, confidential information, or unauthorized access.

The arbitration will take place in San Francisco, California, unless the parties agree otherwise. You and Hudson waive the right to a jury trial and agree to bring claims only on an individual basis, not as a plaintiff or class member in a class, consolidated, collective, or representative action.

You may opt out of this arbitration provision by sending written notice to legal@hudsonhq.com within 30 days after you first accept these Terms.

19. Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of law rules. Subject to the arbitration provision above, the state and federal courts located in San Francisco County, California will have exclusive jurisdiction over disputes.

20. Changes to These Terms

Hudson may update these Terms from time to time. If changes are material, we will provide notice by posting the updated Terms, emailing account contacts, or using another reasonable method. Continued use of Hudson after changes take effect means you accept the updated Terms.

21. Contact

Tally Software, Inc. dba Hudson
2261 Market St Ste 22950
San Francisco, CA 94114
legal@hudsonhq.com