Terms of Service

01Acceptance

By accessing or using Teehoo AI services ("Services"), you agree to these Terms of Service ("Terms"). If you don't agree, don't use the Services. Specific engagements may add or modify terms via written contract; those contracts prevail in conflict.

These Terms are between you and Fullhouse Asset Management LLC, a California limited liability company doing business as Teehoo AI (the "Company", "Teehoo AI", "we", "us"), headquartered in Los Angeles, California. A Delaware C-corporation may be established as a successor contracting entity in the future, in which case these Terms will be assigned to the successor on notice per §18 Changes. For engagements operated under our PRC affiliate, the contracting party is separately disclosed in the China-region engagement contract.

02Services

Teehoo AI provides infrastructure for human-in-the-loop AI evaluation, including expert verification, evaluation pipelines, embodied AI data operations, and compliance-controlled delivery. Services available depend on your account type (Expert, Customer, Partner).

03Accounts

• You're responsible for keeping your credentials secure and for activity under your account.
• Provide accurate information; keep it current.
• One account per person; sharing accounts is prohibited.
• Notify us immediately at security@teehooai.com of unauthorized access.

04Acceptable Use

You may not use the Services to:

• Engage in unlawful, fraudulent, or deceptive activity.
• Scrape, harvest, or otherwise extract data outside provided APIs and contractual scopes.
• Reverse-engineer, decompile, or otherwise attempt to derive source code or proprietary infrastructure.
• Submit content that infringes intellectual property, privacy, publicity, or other rights of others.
• Interfere with the security, integrity, or availability of the Services (including by uploading malware or conducting unauthorized penetration testing).
• Train, fine-tune, distill, or otherwise build foundation models or general-purpose AI systems that compete with the Services, without explicit written authorization.

Prohibited AI uses

You may not use the Services (including the work product of Experts or the output of platform features) to develop, operate, or assist with:

• Weapons of mass destruction — design, synthesis, or deployment of chemical, biological, radiological, or nuclear weapons; uplift toward CBRN capability.
• Cyber offense — creation or operation of malware, exploits, or unauthorized access tooling.
• Mass surveillance — population-scale identification, tracking, or scoring of individuals without lawful basis; targeting of journalists, dissidents, or other protected groups.
• Critical-infrastructure attack — disruption of energy, water, transportation, financial, or medical systems.
• Generation of CSAM or other content that is illegal in the jurisdictions in which the Services are operated.
• Election manipulation — large-scale disinformation, voter suppression, or impersonation of public officials.
• Discrimination in violation of applicable equal-opportunity, fair-housing, fair-credit, or anti-discrimination law.
• Autonomous lethal decision-making in weapons systems.
• Any use that violates international human rights law or the human rights commitments of the engagement contract.

We may suspend access without prior notice on credible evidence of a Prohibited AI use, pending investigation.

05Expert-Specific Terms

If you participate as an Expert in the Teehoo AI Expert Network, the following apply in addition to the general Terms.

Independent contractor classification

You are an independent contractor, not an employee, agent, partner, or joint venturer of Teehoo AI or any Teehoo AI customer. Nothing in these Terms or any engagement contract creates an employment, agency, partnership, joint-venture, or franchise relationship. Specifically:

• Teehoo AI does not withhold income tax, payroll tax, social security, Medicare, or any other employment-related contributions on your behalf, except as required for non-employment-related withholding (e.g., U.S. backup withholding under IRC §3406 where applicable).
• You are solely responsible for self-employment tax, income tax, and any social-insurance or pension contributions required by the jurisdiction in which you reside or perform the work.
• Teehoo AI does not provide health insurance, retirement benefits, paid leave, workers' compensation, unemployment insurance, or other employee benefits.
• You control the manner and means by which you perform task work, subject only to the deliverables, quality standards, and timelines specified in the engagement task description. You may decline any individual task.
• You may provide services to other parties, including competitors of Teehoo AI customers, except to the extent restricted by an engagement-specific confidentiality, non-solicitation, or conflict-of-interest provision that you separately accept.
• You will receive an IRS Form 1099-NEC (or applicable non-U.S. equivalent) where required by law; Teehoo AI will not issue a Form W-2.

You represent that you understand and accept this classification. If a court, agency, or tribunal of competent jurisdiction reclassifies you as an employee for any purpose, you agree that your sole remedy is prospective reclassification; you waive any claim for retroactive benefits, overtime, or expense reimbursement to the maximum extent permitted by applicable law.

General Expert terms

• You represent that the credentials and domain expertise you disclose are accurate.
• Task work product is delivered under engagement-specific contracts; default rules:
• You retain authorship rights; usage rights for delivered work product transfer to Teehoo AI and the engaging customer per the contract.
• Compensation is per the rates disclosed at task acceptance. We pay on the stated cadence and currency.
• Refusal of a specific task on safety, ethical, or legal grounds is your right; we will not retaliate against good-faith refusal.
• Disputes about compensation, classification, or working conditions may be raised at experts@teehooai.com with documented response timelines.

06Customer-Specific Terms

If you engage Teehoo AI as a Customer:

• You represent that data and content you upload are lawful and that you have authority to engage Teehoo AI to process them.
• You will not require Teehoo AI personnel or Experts to engage in unlawful or harmful work, including any Prohibited AI use listed in §04.
• Service-level commitments, deliverables, and acceptance criteria are scoped in the engagement contract.
• Data residency and cross-border posture are bound per contract (see Data Residency).
• You grant Teehoo AI a limited, non-exclusive, royalty-free license to use your engagement content solely to (i) provide the Services, (ii) prevent abuse, (iii) comply with legal obligations, and (iv) generate aggregate, deidentified metrics for platform improvement that do not identify your business or content.

07Export Control & Sanctions

The Services are subject to U.S. export control and economic-sanctions law, including the Export Administration Regulations (15 C.F.R. Parts 730–774), the International Traffic in Arms Regulations (22 C.F.R. Parts 120–130 to the extent applicable), the regulations administered by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), and similar laws of other jurisdictions in which we operate (including but not limited to applicable PRC export-control measures).

Customer / user warranties

You represent, warrant, and covenant that:

• You are not (i) located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (ii) listed on the U.S. Department of the Treasury's Specially Designated Nationals and Blocked Persons List, the Department of Commerce's Entity List or Denied Persons List, or any equivalent restricted-party list of another jurisdiction; or (iii) owned 50% or more, directly or indirectly, by any party so listed.
• You will not use, export, re-export, transfer, or release the Services, any work product derived from the Services, or any deliverable provided by Teehoo AI, to any party or destination in violation of applicable export-control or sanctions law.
• You will not use the Services to provide any benefit (directly or indirectly) to a restricted end-user or for a restricted end-use (including military, intelligence, nuclear, missile, or CBRN end-uses) that requires a license you do not hold.
• You will obtain, at your sole cost, any export license, classification, or other authorization required for your use of the Services or any deliverable.

AI / training-data specifics

You acknowledge that certain AI models, evaluation rubrics, training data, model weights, and the work product of the Expert Network may constitute controlled "advanced computing" or "AI-related" items, services, or technical assistance under evolving U.S. and PRC export-control regimes. Where an engagement involves transfer of such items, the engagement contract will specify the controlling regime, required license posture, and any restriction on cross-border transfer.

Indemnity flow-through

You will defend, indemnify, and hold Teehoo AI harmless from any claim, fine, penalty, or loss arising from your violation of this §07 — see §13 Indemnification for the procedural mechanics.

08Intellectual Property

Teehoo AI retains all rights to the platform, infrastructure, methodologies, and brand. Customer-uploaded content and Expert work product are governed by engagement contracts. Default principles:

• Customer data remains the customer's property.
• Expert work product transfers usage rights per contract; authorship attribution retained.
• Teehoo AI's platform IP is not transferred under any engagement.

09Confidentiality

Information marked confidential or reasonably understood as such (customer data, evaluation rubrics, business plans, security architecture) must be protected with the same care you protect your own confidential information, but no less than reasonable care. Confidentiality survives termination for 5 years for general business information, indefinitely for trade secrets.

10Fees & Payment

Customer fees are per the engagement contract. Expert compensation rates are disclosed at task acceptance. Late payments accrue interest at the lower of 1.5% per month or the maximum permitted by law. Disputes about charges must be raised within 30 days.

11Termination

Either party may terminate for material breach not cured within 30 days of written notice. Teehoo AI may suspend access without notice for security incidents, fraud, or ToS violations. On termination:

• Active engagements wind down per contract.
• Customer data is exportable for 30 days, then deleted on the schedule disclosed in Privacy Policy.
• Surviving sections: Confidentiality, IP, Export Control, Indemnification, Limitation of Liability, Dispute Resolution, Governing Law.

12Warranties & Disclaimers

Services are provided on an "as is" and "as available" basis. Except as expressly stated in an engagement contract, Teehoo AI disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or free of harmful components, or that any specific result will be achieved.

13Indemnification

By you

You will defend, indemnify, and hold harmless Teehoo AI, its officers, directors, employees, contractors, and Experts from and against any third-party claim, action, or proceeding, and any associated loss, damage, fine, settlement, or reasonable attorney's fee, arising out of or relating to: (a) your content or data submitted to the Services; (b) your use of the Services in violation of these Terms, applicable law, or third-party rights; (c) your breach of the export-control and sanctions warranties in §07; or (d) your alleged or actual infringement of any third-party intellectual property, privacy, or publicity right.

By Teehoo AI

Teehoo AI will defend, indemnify, and hold harmless the Customer from and against any third-party claim alleging that the Services, as provided by Teehoo AI and used by Customer in accordance with these Terms and the engagement contract, infringe a U.S. patent, registered copyright, or registered trademark of a third party; and will pay any damages finally awarded or settlement amount agreed to by Teehoo AI in writing. Teehoo AI has no obligation under this paragraph to the extent a claim arises from (i) Customer content or data, (ii) modifications to the Services not made by Teehoo AI, (iii) combination of the Services with items not provided by Teehoo AI, or (iv) use of the Services in violation of these Terms.

Procedure

The party seeking indemnification must (i) give the indemnifying party prompt written notice of the claim, (ii) give sole control of the defense and settlement to the indemnifying party (subject to the indemnified party's right to participate at its own expense and to approve any settlement that imposes non-monetary obligations on it), and (iii) provide reasonable cooperation in the defense. This §13 states each party's sole and exclusive remedy for third-party intellectual-property claims.

14Limitation of Liability

Each party's total aggregate liability for direct damages arising out of or relating to these Terms or the Services is capped at the fees paid by the Customer to Teehoo AI in the twelve (12) months preceding the event giving rise to the claim, or such other limit as the parties agree in writing in an engagement contract.

The following are excluded from the liability cap and disclaimer: (i) a party's indemnification obligations under §13; (ii) breach of confidentiality under §09; (iii) violation of export-control and sanctions obligations under §07; (iv) liability that cannot be limited under applicable law (including fraud, willful misconduct, gross negligence, or personal injury caused by negligence).

15Force Majeure

Neither party will be liable for failure or delay in performance (other than payment obligations) to the extent caused by an event beyond its reasonable control, including: acts of God, fire, flood, earthquake, pandemic, war, civil unrest, terrorism, embargo, governmental action (including export-control orders or sanctions changes), labor dispute, internet or telecommunications failure, or the act or omission of a sub-processor caused by such an event.

The affected party will: (i) notify the other party as soon as reasonably practicable, (ii) use reasonable efforts to mitigate, and (iii) resume performance as soon as the cause is removed. If the event continues for more than 60 consecutive days and materially impairs performance, either party may terminate the affected engagement on written notice without liability.

16Dispute Resolution & Arbitration

Informal resolution first

Before initiating arbitration, the parties will attempt to resolve any dispute through good-faith discussion for at least thirty (30) days from written notice describing the claim and the relief sought.

Binding arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or the relationship between you and Teehoo AI — whether sounding in contract, tort, statute, or otherwise — that is not resolved informally will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (claims under USD 250,000) or its Comprehensive Arbitration Rules and Procedures (claims at or above USD 250,000), in each case as in effect on the date arbitration is commenced.

• Seat / venue. Los Angeles County, California, USA. The arbitration may be conducted virtually with the consent of the parties.
• Number of arbitrators. One.
• Language. English.
• Governing law. See §17 Governing Law.
• Award. The arbitrator's award is final and binding; judgment may be entered in any court of competent jurisdiction.
• Carve-outs. Either party may seek (i) temporary injunctive relief in any court of competent jurisdiction in aid of arbitration or to protect intellectual-property or confidentiality rights, and (ii) small-claims relief in the small-claims court of competent jurisdiction in lieu of arbitration.

Class-action waiver

Opt-out

You may opt out of this arbitration agreement and the class-action waiver by sending a written notice to legal@teehooai.com with the subject line "Arbitration Opt-Out" within thirty (30) days after you first accept these Terms (or after a material amendment to this §16). The notice must include your name, account email, and an affirmative statement of opt-out. Opting out has no effect on any other provision of these Terms.

China-region engagements

Disputes arising under an engagement contract operated by our PRC affiliate are resolved per the dispute-resolution clause of that contract (typically CIETAC arbitration seated in Beijing, in Mandarin Chinese, under PRC law), and the arbitration provisions of this §16 do not apply.

17Governing Law

Unless an engagement contract specifies otherwise, these Terms are governed by the laws of the State of California, USA, without regard to its conflicts-of-law principles, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute not subject to arbitration under §16 will be brought exclusively in the state or federal courts located in Los Angeles County, California, and the parties consent to personal jurisdiction and venue in those courts. China-region engagements: governed by applicable Chinese law per the China-side engagement contract.

18Changes

We may update these Terms as the service and law evolve. Material changes get at least 30 days' notice via email or prominent site notice. Continued use after the effective date constitutes acceptance.

19Contact

Legal questions or disputes:

• Legal: legal@teehooai.com
• Contracts & partnerships: partnerships@teehooai.com
• Security incidents: security@teehooai.com