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ChooChoo Service Agreement

Last Updated: 04.01.2026

This ChooChoo Service Agreement (“Agreement”) is between ChooChoo Works, Inc. (“ChooChoo,” “we,” “us”) and the entity or individual ordering, accessing, or using the Services (“Customer,” “you”).

This Agreement includes, as applicable: (1) this Agreement, (2) any Order Form(s), (3) any Statement(s) of Work (“SOW”), (4) the Data Processing Addendum (“DPA”), and (5) Documentation (collectively, the “Agreement Documents”).

By clicking “I agree,” creating an account, signing an Order Form, or accessing or using the Services, you agree to this Agreement. If you are using the Services on behalf of an organization, you represent you have authority to bind that organization.

If you have a separate signed agreement with ChooChoo that governs your use of the Services and remains in effect, that agreement controls over this online version.

1. Definitions

  • “Affiliate” means an entity controlling/controlled by/under common control.
  • “Authorized User” means Customer’s designated admins/users.
  • “Customer Data” means data submitted to the Services by Customer/Authorized Users and via Customer Third-Party Services.
  • “Documentation” means: https://choochoo.cc/docs
  • “DPA” means the data processing addendum
  • “End User” means Customer’s end users interacting with Customer’s product or the Services (as applicable).
  • “Order Form” means the ordering document referencing this Agreement.
  • “Personal Data” means information relating to an identified or identifiable person.
  • “Security Incident” means unauthorized access to Customer Personal Data under ChooChoo’s control.
  • “Services” means the ChooChoo platform for observability, including any related domains, applications, APIs, and similar components, as well as any services specified in an applicable Order Form.
  • “Subscription Term” means the initial term specified in the Order Form, subject to renewals.

2. Services

2.1 Provision of Services

During the Subscription Term, Customer may access and use the Services in accordance with this Agreement and the Documentation. Customer may permit access to authorized users and end users, as applicable (“Authorized Users”).

2.2 Security

ChooChoo will implement and maintain commercially reasonable technical and organizational measures designed to protect the Services and prevent Security Incidents.

2.3 Privacy and Data Processing

If ChooChoo processes Personal Data on Customer’s behalf, the parties agree to the DPA, which is incorporated by reference.

2.4 Professional / Technical Services

The parties may enter into additional SOWs for implementation, configuration, training, or other services. Unless otherwise stated, additional SOWs are billed separately.

2.5 Trial and Beta Features

ChooChoo may make features available on a trial, evaluation, alpha, beta, or pre-release basis (“Trial(s) and Beta(s)”). Trials and Betas are optional and intended only for internal evaluation during the period stated by ChooChoo (or if none, 30 days).

Trials and Betas may be incomplete, inaccurate, or unstable, may change or be discontinued at any time, and may not be supported. No SLA or warranties apply to Trials and Betas. ChooChoo’s aggregate liability for Trials and Betas will not exceed $1,000 USD.

3. Customer Use of the Services

3.1 Account Administration

Customer is responsible for identifying and managing Authorized Users, keeping account information current, and controlling administrative access.

3.2 Customer Responsibilities

Customer is responsible for all activity conducted through its accounts and for maintaining the confidentiality of all login credentials. Customer will (a) promptly, and in any event without undue delay, notify ChooChoo of any suspected or actual unauthorized access, compromise, or misuse of credentials or accounts, and (b) cooperate in good faith with ChooChoo’s investigation and remediation efforts. Customer will not share accounts, usernames, or passwords, and will ensure its authorized users comply with these requirements. Customer acknowledges that any delay in providing notice, access, information, or other reasonably requested cooperation may materially impact ChooChoo’s ability to perform the Services and may affect timelines and deliverables.

3.3 Compliance

Customer will use the Services only in accordance with this Agreement. Customer is responsible for obtaining all required notices, permissions, and consents from Authorized Users and Authorized Users and for complying with applicable laws related to Customer Data and Customer’s use of the Services.

3.4 Usage Limits

Services may be subject to usage limits described in the Order Form or Documentation. Excess usage may be throttled, billed, or require an upgrade, as described in the Order Form.

3.5 Restrictions

Customer shall not (and will not permit any third party to):

  1. reverse engineer, decompile, or attempt to discover source code or underlying algorithms (except to the extent prohibited by law);
  2. modify or create derivative works of the Services;
  3. resell, rent, lease, or provide the Services to third parties;
  4. remove proprietary notices; or
  5. use the Services to build a competing product.

3.6 Customer Third-Party Services

If Customer connects third-party products/services to the Services (“Customer Third-Party Services”), ChooChoo is not responsible for those third parties, including their access to or use of Customer Data. Customer is responsible for third-party terms, fees, and compliance.

3.7 Suspension

ChooChoo may suspend access to the Services if Customer’s use: (a) materially breaches the Agreement, or (b) poses a security, integrity, or availability risk to the Services. Where practical, ChooChoo will provide notice and an opportunity to cure.

4. Ownership and Data Rights

4.1 ChooChoo IP

ChooChoo and its licensors retain and shall at all times exclusively own all right, title, and interest (including all intellectual property and proprietary rights) in and to the Services, the Documentation, and all underlying software, models, algorithms, APIs, workflows, methodologies, know-how, and other technology, including any updates, upgrades, enhancements, improvements, modifications, adaptations, derivative works, and other developments thereto or based thereon, whether created by or for ChooChoo (collectively, “ChooChoo Technology”). No rights are granted to Customer except the limited, revocable license expressly set forth in this Agreement; all rights not expressly granted are reserved by ChooChoo and its licensors.

4.2 Customer Data; License to Provide Services

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants ChooChoo a worldwide, non-exclusive, royalty-free license to access, host, copy, store, process, transmit, display, and use Customer Data as necessary to (a) provide, secure, maintain, and support the Services; (b) prevent, detect, and remediate security incidents, fraud, abuse, or technical issues; (c) enforce this Agreement and protect ChooChoo’s rights, property, and the integrity of the Services; and (d) comply with ChooChoo’s legal obligations.

4.3 Service Data and Analytics

ChooChoo may create and use Service Data (e.g., logs, telemetry, feature usage, performance metrics) to operate, maintain, improve, and secure the Services, and to develop new features. Service Data will be aggregated and/or de-identified where reasonably feasible and will not identify Customer in published materials without Customer’s permission.

4.4 Training

  • Inputs / Outputs. Customer may submit prompts, queries, or Customer Data (“Inputs”) and receive results (“Outputs”).
  • Use of Inputs and Outputs; Training. Customer grants ChooChoo a worldwide, non-exclusive, royalty-free right to access, use, host, copy, store, process, transmit, display, modify, and create derivative works from Inputs and Outputs to: (a) provide, operate, maintain, support, and secure the Services; (b) perform quality assurance, analytics, debugging, abuse detection and prevention, and customer support; and (c) develop, improve, and enhance the Services and any related products and offerings. Without limiting the foregoing, Customer authorizes ChooChoo to use Inputs and Outputs (including to create derivative works) to train, fine-tune, and improve machine learning models, including general-purpose models, and to use any resulting improvements for any purpose, including to provide and improve ChooChoo’s products and services for Customer and other customers.
  • Customer responsibility for Outputs. Outputs may be inaccurate or incomplete. Customer is responsible for reviewing Outputs before relying on them.
  • Similarity. Customer acknowledges Outputs may be similar to outputs provided to other customers due to the nature of machine learning systems. Such similarity does not create any rights in favor of Customer, and Customer receives no ownership or exclusivity in Outputs.

4.5 Feedback

If Customer provides feedback, suggestions, or ideas (“Feedback”), Customer grants ChooChoo a non-exclusive, worldwide, irrevocable, perpetual, sublicensable license to use and incorporate Feedback without restriction or obligation.

5. Fees and Payment

5.1 Fees

Customer shall pay the fees in the Order Form or billing page. Fees are non-refundable except as expressly stated in this Agreement.

5.2 Invoicing and Payment Terms

Unless otherwise stated in an Order Form: (a) fees are invoiced in advance; (b) invoices are due net fourteen (14) days from the invoice date (or date of dispatch); and (c) any usage-based fees may be invoiced monthly in arrears. Purchase order terms do not apply unless expressly agreed in writing.

5.3 Late Payments

Past due amounts may accrue interest at 1.5% per month (or the maximum allowed by law). ChooChoo may suspend Services for accounts more than 30 days past due after providing at least 15 days’ notice.

5.4 Taxes

Customer is responsible for applicable taxes (excluding taxes on ChooChoo’s net income). If Customer claims exemption, Customer shall provide valid documentation.

6. Term and Termination

6.1 Term

This Agreement begins on the date of contractual execution (the “Effective Date”) and continues for the subscription term set forth in the applicable Order Form (the “Subscription Term”), unless earlier terminated in accordance with this Agreement.

6.2 Renewal

Unless stated otherwise in an Order Form, subscriptions auto-renew for the same term length unless either party gives notice of non-renewal at least 30 days before the end of the then-current term. ChooChoo may update pricing for renewals with at least 45 days’ notice.

6.3 Termination for Cause

Either party may terminate this Agreement (or an Order Form) if the other party materially breaches and fails to cure within 30 days after written notice, or if the other party becomes insolvent or ceases business.

6.4 Effect of Termination

  • If Customer terminates for ChooChoo’s uncured breach, ChooChoo will refund prepaid fees for the unused portion of the terminated Subscription Term.
  • If ChooChoo terminates for Customer’s uncured breach, Customer remains responsible for unpaid fees and (to the extent permitted by law) fees due through the remainder of the then-current term.
  • Upon termination/expiration, Customer’s right to use the Services ends.
  • The following sections survive: Ownership/Data Rights, Fees owed, Confidentiality, Disclaimers, Indemnities, Limitations of Liability, and General Provisions.

7. Confidentiality

7.1 Definition

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or reasonably should be understood to be confidential.

Customer Data is Customer Confidential Information. The Services and ChooChoo Technology are ChooChoo Confidential Information.

7.2 Obligations

The receiving party shall: (a) use Confidential Information only to perform under this Agreement, and (b) protect it using reasonable care and no less than the care it uses for its own confidential information.

7.3 Compelled Disclosure

A party may disclose Confidential Information if required by law, provided it gives prior notice (if permitted) and discloses only what is required.

7.4 Return/Destruction

Upon request, the receiving party shall return or destroy Confidential Information, except as required for legal compliance, routine backups, or as agreed upon in this Agreement.

7.5 Duration

Confidentiality obligations last five (5) years after termination, and trade secrets remain protected as long as they remain trade secrets.

7.6 Injunctive Relief

Breach of confidentiality may cause irreparable harm; the disclosing party may seek injunctive or other equitable relief, without the necessity of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.

8. Limited Warranty and Disclaimer

8.1 Limited Warranty

ChooChoo warrants that the Services will materially conform to the Documentation during the Subscription Term and will not be materially reduced in functionality (excluding Trials and Betas). Customer’s exclusive remedy is repair or replacement.

8.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CHOOCHOO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CHOOCHOO DOES NOT WARRANT THAT OUTPUTS FROM SERVICES ARE ACCURATE OR RELIABLE. CUSTOMER IS RESPONSIBLE FOR LAWFUL USE OF THE SERVICES.

9. Indemnification

9.1 Customer Indemnity

Customer shall indemnify and defend ChooChoo against third-party claims arising from: (a) Customer Data provided in violation of law or third-party rights, or (b) Customer’s unlawful use or misuse of the Services.

9.2 ChooChoo Indemnity

ChooChoo will indemnify and defend Customer against third-party claims alleging the Services (as provided by ChooChoo and used as authorized) infringe third-party IP rights.

ChooChoo will have no obligation to the extent a claim results from: (i) Customer modifications, (ii) combination with non-ChooChoo materials, (iii) Customer specifications, (iv) Customer Data/content, or (v) Trials and Betas.

9.3 Process

The indemnified party must promptly notify the indemnifying party and cooperate. The indemnifying party controls the defense, except settlements requiring admission of liability or payment by the indemnified party require consent.

10. Limitation of Liability

10.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

10.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

10.3 Exclusions

The liability cap does not apply to: (a) Customer’s breach of Restrictions, (b) each party’s indemnity obligations, or (c) amounts payable due to Customer’s misuse causing third-party claims, to the extent not prohibited by law.

11. General Provisions

11.1 Entire Agreement; Order of Precedence

This Agreement and the Agreement Documents are the entire agreement. If there is a conflict, the order of precedence is: Order Form → SOW → DPA → this Agreement → Documentation (unless the Order Form states otherwise).

11.2 Governing Law; Venue

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles. The parties agree that any dispute, claim, or action arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party irrevocably submits to the personal jurisdiction and venue of those courts.

11.3 Notices

Notices must be sent by recognized courier or email (with receipt acknowledged) to the addresses in the Order Form or:

ChooChoo Works, Inc.
338 Spear Street STE 41D
San Francisco,CA, 94105 US

11.4 Publicity

Neither party may issue press releases about the relationship without prior written consent. ChooChoo may list Customer’s name/logo as a customer unless Customer opts out in writing.

11.5 Assignment

Neither party may assign without consent, except to an affiliate or in connection with merger/acquisition/sale of substantially all assets.

11.6 Independent Contractors

The parties are independent contractors. No partnership or agency is created.

11.7 Force Majeure

Neither party is liable for failures caused by events beyond reasonable control (except payment obligations).

11.8 Severability

If any provision is unenforceable, it will be modified to the minimum extent necessary; the rest remains in effect.

11.9 Export Compliance

Customer shall comply with applicable export laws and shall not use the Services in embargoed jurisdictions.

11.10 Modifications

ChooChoo may update this Agreement by posting a revised version on the ChooChoo website. Updates take effect at the next renewal (or as otherwise required by law). If Customer objects, Customer may elect not to renew.