These Terms of Service ("Agreement") constitute a legally binding contract between the entity or individual agreeing to these terms ("Customer", "you", or "your") and Subduxion B.V., a private limited liability company incorporated under the laws of the Netherlands (KVK 94892083), with its registered office at High Tech Campus 5, 5656 AE Eindhoven, The Netherlands ("Subduxion", "we", "us", or "our").
Blake is an AI-powered sales development platform operated by Subduxion B.V. By accessing or using Blake (the "Services"), you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation.
This Agreement is governed by Dutch law and supplemented by applicable European Union regulations, including Regulation (EU) 2016/679 (GDPR) and the EU AI Act (Regulation (EU) 2024/1689) where applicable.
1. Services
1.1 Access and Scope
Subject to this Agreement, Subduxion grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the term of your subscription, solely for your internal business purposes. The Services include AI-powered lead prospecting, outreach generation, pipeline management, CRM integration, revenue forecasting, and related features as described on our website and in applicable service documentation.
1.2 Service Modifications
Subduxion may modify, update, or discontinue features of the Services from time to time. We will provide at least 30 days' prior written notice of any material changes that adversely affect the functionality available to you under your current subscription tier. Such notice shall be provided via the email address associated with your account or through an in-app notification.
1.3 Eligibility
The Services are intended for business use by individuals aged 18 or older. By using the Services, you represent that you meet these eligibility requirements and that you are not located in a jurisdiction where the provision of the Services would be prohibited.
1.4 Preview Features
Subduxion may make certain features available as "Preview", "Beta", or "Early Access" features. Preview features are provided "as is" without any warranty, may contain bugs or errors, and may be modified or discontinued at any time without notice. Subduxion's aggregate liability for claims arising from Preview features shall not exceed EUR 500.
2. Customer Obligations
2.1 Account Security
You are responsible for maintaining the confidentiality of your account credentials, for all activities that occur under your account, and for promptly notifying Subduxion of any unauthorised access or use. Subduxion shall not be liable for any loss arising from your failure to maintain account security.
2.2 Acceptable Use
You agree not to, and shall ensure that your authorised users do not:
- Use the Services in violation of any applicable law, regulation, or third-party rights, including data protection, anti-spam, competition, and intellectual property laws.
- Upload, transmit, or process any content that is unlawful, defamatory, harassing, fraudulent, or that infringes the intellectual property rights of any third party.
- Use the Services to send unsolicited commercial communications in violation of Regulation (EU) 2016/679, Directive 2002/58/EC (ePrivacy Directive), or any national implementation thereof.
- Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Services or any underlying algorithms or models.
- Use the Services to develop competing products or services, or to benchmark the Services for competitive purposes without Subduxion's prior written consent.
- Circumvent, disable, or interfere with security-related features of the Services, including authentication, access controls, or rate limiting.
- Use the Services in a manner that overloads, impairs, or disrupts the Services or interferes with other customers' use thereof.
- Sublicense, resell, time-share, or otherwise make the Services available to any third party, except as expressly permitted by your subscription plan.
2.3 Compliance
You are solely responsible for ensuring that your use of the Services, including any Customer Data you process through the Services, complies with all applicable laws and regulations. This includes, without limitation, obtaining all necessary consents, providing appropriate privacy notices, and establishing lawful bases for the processing of personal data of your prospects, leads, and contacts.
3. Intellectual Property
3.1 Subduxion IP
Subduxion and its licensors retain all right, title, and interest in and to the Services, including all associated intellectual property rights. This includes, without limitation, the Blake platform, AI models, algorithms, user interfaces, APIs, documentation, trademarks, trade names, and any improvements, modifications, or derivative works thereof. No rights are granted to you except as expressly set forth in this Agreement.
3.2 Customer Data
You retain all right, title, and interest in and to Customer Data. You grant Subduxion a limited, non-exclusive, worldwide licence to host, process, transmit, and display Customer Data solely as necessary to provide the Services and as otherwise described in this Agreement and our Privacy Policy.
3.3 AI-Generated Outputs
Content generated by the Services at your direction ("AI Outputs"), including draft emails, call scripts, lead scores, and analytical insights, is provided for your use. As between you and Subduxion, you own the AI Outputs generated from your Customer Data, subject to the following: (a) Subduxion and its affiliates retain all rights in the underlying platform, models, algorithms, and techniques used to generate such outputs; (b) similar or identical outputs may be generated for other customers; and (c) Subduxion may use anonymised and aggregated AI Outputs to improve the Services. AI Outputs are not guaranteed to be accurate, original, or non-infringing. This Section 3.3 applies to AI Outputs generated from Customer Data and does not apply to Feedback or contributions to the platform, which are governed by Section 3.4.
3.4 Feedback
If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), you grant Subduxion a perpetual, irrevocable, worldwide, royalty-free, fully paid-up licence to use, reproduce, modify, and incorporate such Feedback into the Services without restriction or obligation of any kind.
4. Fees and Payment
4.1 Subscription Fees
You agree to pay all fees applicable to your subscription plan as set forth in the applicable order form, pricing page, or as otherwise agreed in writing ("Fees"). All Fees are quoted in euros (EUR) unless otherwise specified and are exclusive of applicable taxes.
4.2 Payment Terms
Fees are payable in advance on a monthly or annual basis, as selected at the time of subscription. Payment is due upon invoice. If you fail to make any payment when due, Subduxion reserves the right to: (a) charge interest on overdue amounts at the statutory commercial interest rate (wettelijke handelsrente) as defined in Article 6:119a of the Dutch Civil Code; (b) suspend access to the Services until all outstanding amounts are paid; and (c) engage a third-party collection agency, in which case you shall be liable for all reasonable collection costs.
4.3 Taxes
All Fees are exclusive of taxes, levies, and duties, including value-added tax (VAT). You are responsible for the payment of all applicable taxes, except for taxes based on Subduxion's net income. Where Subduxion is required to collect VAT, it will be added to the invoice at the applicable rate.
4.4 Fee Changes
Subduxion may adjust Fees upon at least 60 days' prior written notice. Fee changes will take effect at the start of the next renewal period. If you do not agree to a fee increase, you may terminate your subscription before the new Fees take effect by providing written notice.
5. Confidentiality
5.1 Confidential Information
"Confidential Information" means any non-public information disclosed by either party ("Disclosing Party") to the other ("Receiving Party"), whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, technical data, product roadmaps, customer data, and financial information.
5.2 Obligations
The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information only for the purposes of this Agreement.
5.3 Exceptions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without use of or reference to Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice and cooperates with efforts to obtain protective treatment.
5.4 Duration
Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
6. Data Protection
6.1 Privacy Policy
Subduxion's collection and use of Personal Data is governed by our Privacy Policy, which is incorporated into this Agreement by reference.
6.2 Data Processing Agreement
To the extent that Subduxion processes Personal Data on your behalf as a Processor within the meaning of Article 28 GDPR, the Data Processing Agreement ("DPA") applies and is incorporated into this Agreement by reference. In the event of a conflict between this Agreement and the DPA with respect to data protection matters, the DPA shall prevail.
6.3 Customer Responsibilities
You acknowledge that you are the Controller of Customer Data and are responsible for: (a) the lawfulness of the processing of Personal Data submitted to the Services; (b) providing appropriate privacy notices to Data Subjects; (c) obtaining all necessary consents or establishing other lawful bases for processing; and (d) responding to Data Subject requests, with Subduxion's reasonable assistance as described in the DPA.
7. Warranties and Disclaimers
7.1 Mutual Warranties
Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) it will comply with all applicable laws in the performance of its obligations; and (c) it will not knowingly introduce any malicious code into the Services.
7.2 Service Warranty
Subduxion warrants that during the subscription term, the Services will perform materially in accordance with the applicable documentation. If the Services fail to conform to this warranty, your exclusive remedy shall be, at Subduxion's option: (a) correction of the non-conformity; or (b) termination of the affected subscription and a pro-rata refund of prepaid Fees for the remaining subscription period.
7.3 AI Disclaimer
You acknowledge that the Services incorporate artificial intelligence technologies that generate probabilistic outputs based on patterns in data. AI Outputs may contain inaccuracies, omissions, or errors. Subduxion does not warrant the accuracy, completeness, or fitness for any particular purpose of any AI Output. You are solely responsible for reviewing, verifying, and approving any AI Output before use, particularly before sending communications to third parties.
7.4 General Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". SUBDUXION DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SUBDUXION DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.
8. Limitation of Liability
8.1 Exclusion of Indirect Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR ANTICIPATED SAVINGS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 Liability Cap
SUBJECT TO SECTION 8.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO SUBDUXION DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8.3 Excluded Claims
The limitations in Sections 8.1 and 8.2 shall not apply to: (a) liability arising from a party's gross negligence (grove schuld) or wilful misconduct (opzet); (b) liability for breach of confidentiality obligations; (c) Customer's payment obligations; (d) indemnification obligations under Section 9; (e) liability arising from infringement of intellectual property rights; or (f) liability that cannot be limited under mandatory applicable law, including liability under Article 6:162 of the Dutch Civil Code (onrechtmatige daad) to the extent it cannot be contractually limited.
9. Indemnification
9.1 Subduxion Indemnification
Subduxion shall defend, indemnify, and hold harmless Customer from and against any third-party claim that the Services, as provided by Subduxion and used in accordance with this Agreement, infringe any patent, copyright, trademark, or trade secret of a third party, and shall pay all damages finally awarded or amounts agreed in settlement. If the Services become, or in Subduxion's reasonable opinion are likely to become, the subject of an infringement claim, Subduxion may at its option: (a) procure the right for you to continue using the Services; (b) modify the Services to make them non-infringing; or (c) terminate the affected subscription and refund any prepaid Fees for the remaining term.
9.2 Customer Indemnification
Customer shall defend, indemnify, and hold harmless Subduxion from and against any third-party claim arising from or related to: (a) Customer Data, including any claim that Customer Data infringes or misappropriates third-party rights; (b) Customer's use of the Services in violation of this Agreement or applicable law; or (c) Customer's failure to comply with data protection obligations as Controller.
9.3 Indemnification Procedure
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defence and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent, which shall not be unreasonably withheld.
10. Term and Termination
10.1 Term
This Agreement commences on the date you first access the Services and continues for the initial subscription period selected at the time of purchase. Unless either party provides written notice of non-renewal at least 30 days before the end of the then-current period, the subscription will automatically renew for successive periods of the same duration.
10.2 Termination for Convenience
Either party may terminate this Agreement for convenience by providing at least 30 days' prior written notice, effective at the end of the then-current subscription period. No refund shall be due for termination for convenience.
10.3 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if: (a) the other party commits a material breach of this Agreement and fails to cure such breach within 14 days of receiving written notice thereof; (b) the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) the other party ceases to carry on business.
10.4 Suspension
Subduxion may immediately suspend your access to the Services if: (a) you fail to pay any amount when due; (b) your use poses a security risk to the Services or other customers; (c) your use may subject Subduxion to liability; (d) your use violates applicable law; or (e) your account has been flagged for suspected fraudulent or abusive activity. Subduxion will use commercially reasonable efforts to notify you prior to suspension where practicable.
10.5 Effect of Termination
Upon termination: (a) your right to access and use the Services ceases immediately; (b) each party shall return or destroy the other party's Confidential Information; (c) Subduxion will make Customer Data available for export for 30 days following termination, after which it may be deleted in accordance with the DPA; and (d) all outstanding Fees become immediately due and payable.
10.6 Survival
Sections 3 (Intellectual Property), 4 (Fees, to the extent of accrued obligations), 5 (Confidentiality), 6 (Data Protection), 7.3 and 7.4 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 10.5 and 10.6 (Effect and Survival), and 11 (General) shall survive termination or expiration of this Agreement.
11. General Provisions
11.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
11.2 Dispute Resolution
Any dispute arising out of or in connection with this Agreement, including disputes concerning its existence, validity, or termination, shall be resolved through the following escalation procedure: (a) The parties shall first attempt to resolve the dispute in good faith through negotiation for a period of 30 days following written notice of the dispute. (b) If the dispute is not resolved within such 30-day period, the dispute shall be submitted to mediation under the MfN Mediation Rules (Mediatorsfederatie Nederland). The mediation shall last no longer than 60 days from commencement, unless the parties agree otherwise in writing. (c) If the dispute is not resolved through mediation, the Rechtbank Oost-Brabant, Eindhoven, shall have exclusive jurisdiction to hear and determine the dispute.
11.3 Force Majeure
Neither party shall be liable for any failure or delay in the performance of its obligations (other than payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, acts of war or terrorism, epidemics, government actions, power failures, internet or telecommunications disruptions, or third-party service provider failures. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.
11.4 Assignment
You may not assign or transfer this Agreement, or any rights or obligations hereunder, without Subduxion's prior written consent. Subduxion may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees to be bound by the terms hereof.
11.5 Entire Agreement
This Agreement, together with all documents incorporated by reference (including the Privacy Policy, DPA, and any applicable order forms), constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications, whether written or oral.
11.6 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.
11.7 No Waiver
The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.
11.8 Notices
All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or by registered mail. Notices to Subduxion shall be sent to legal@subduxion.com and to High Tech Campus 5, 5656 AE Eindhoven, The Netherlands. Notices to you shall be sent to the email address associated with your account.
11.9 Independent Contractors
The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship.
11.10 Trade Compliance
You shall comply with all applicable export control and sanctions laws and regulations, including those of the European Union, the Netherlands, and the United States. You represent that you are not located in, or a national or resident of, any country subject to comprehensive sanctions, and that you are not listed on any applicable denied or restricted party list.
12. Definitions
Capitalised terms not otherwise defined in the body of this Agreement have the following meanings:
- "AI Output" means any content, data, analysis, score, recommendation, or text generated by the Services using artificial intelligence or machine learning technologies at Customer's direction.
- "Customer Data" means any data, content, or information uploaded, submitted, or otherwise provided by Customer or its authorised users through the Services.
- "Documentation" means the technical documentation, user guides, and API references made available by Subduxion at docs.useblake.ai or through the Services.
- "Fees" means all amounts payable by Customer to Subduxion for use of the Services, as specified in the applicable order form or pricing page.
- "Personal Data" has the meaning given in Article 4(1) of Regulation (EU) 2016/679 (GDPR).
- "Preview Features" means any features, functionality, or services designated as "Preview", "Beta", "Alpha", "Early Access", or similar.
- "Services" means the Blake AI-powered sales development platform and any related services provided by Subduxion to Customer under this Agreement.