Terms of Service

1. Description of the Services

Donna is an AI platform that enables users to create, configure, and deploy AI agents that take actions across third-party applications and the web on your behalf (collectively, "Agentic Actions"). These actions may include, without limitation:

• Sending, reading, organizing, or responding to email
• Creating, modifying, or deleting calendar events
• Managing tasks, notes, and project workflows
• Browsing the web and interacting with web-based services
• Reading or writing data in connected applications

The Services are intended for business and productivity use. We reserve the right to modify, suspend, or discontinue any part of the Services with reasonable advance notice.

2. Account Registration

To use certain features of the Services, you must create an account. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account, including Agentic Actions taken by agents you configure
• Ensuring access to the Services is limited to authorized users
• Promptly notifying us of unauthorized access or security incidents at legal@donna.sh

We reserve the right to suspend or terminate accounts where security has been compromised or these Terms have been violated.

3. Agentic Actions and Third-Party Authorizations

This section is important. Please read it carefully.

The Services allow you to configure AI agents to take actions on your behalf within third-party applications and services ("Connected Services"), such as email providers, calendar applications, task management tools, and web services. By connecting a service and configuring an agent to act within it, the following applies.

3.1 Your Authorizations and Responsibilities

• You authorize Donna to access, read, write, and take actions within Connected Services to the extent you configure
• You represent and warrant that you have the legal right to grant Donna the level of access you authorize, including any permissions required by your employer, organization, or the Connected Service provider
• You are solely responsible for all Agentic Actions taken by agents you configure, including their consequences to third parties and within Connected Services
• You agree to comply with the terms of service and acceptable use policies of all Connected Services your agents interact with
• You understand that Agentic Actions are real actions — emails sent by your agent are real emails, events created are real calendar events. Donna cannot guarantee outcomes or reverse completed Agentic Actions

3.2 Compliance with Applicable Laws

Where agents take communication-related actions, you represent and warrant that all recipients have consented to receive such communications and that your use complies with applicable law, including the CAN-SPAM Act, GDPR, CCPA, and any other applicable privacy or communications laws. You will not use agents to conduct bulk unsolicited communications, phishing, fraud, or abusive communication practices.

3.3 Revocation

You may disconnect any Connected Service at any time through your account settings. Upon disconnection, Donna will cease Agentic Actions for that service. Previously completed actions cannot be undone.

3.4 Third-Party Service Terms

Your relationship with each Connected Service provider is governed solely by your agreement with that provider. Donna is not responsible for the availability, security, or functionality of any Connected Service, and we disclaim liability arising from third-party service outages, API changes, or third-party actions.

4. Acceptable Use

You agree not to misuse the Services. Prohibited activities include, but are not limited to:

• Taking Agentic Actions on accounts or services you are not authorized to control
• Using agents to send spam, phishing messages, or unsolicited bulk communications
• Circumventing security, authentication, or access controls of any system or service
• Using the Services to violate applicable laws or regulations
• Introducing malware or conducting abusive usage patterns
• Reverse engineering, scraping, or extracting proprietary data from the Services
• Reselling or sublicensing access to the Services without written authorization

5. Customer Data

You retain all rights to data, content, and materials you submit to or that are processed by the Services, including data retrieved from Connected Services ("Customer Data"). You are responsible for the accuracy and legality of Customer Data and for ensuring you have appropriate rights to process it through the Services.

Unless you have entered into a separate written agreement with Donna, the Services are not designed or certified for processing of protected health information (PHI) under HIPAA, financial data subject to GLBA, or other specially regulated categories of data. Contact legal@donna.sh before using the Services for such purposes.

6. AI Processing and Model Use

6.1 No Training on Customer Data

We do not train, fine-tune, or improve our AI models using your Customer Data. Content you submit to the Services — including emails, calendar events, tasks, documents, and data retrieved through Connected Services — is never used for model training.

6.2 Service Improvement

We may use aggregated, de-identified, and anonymized usage and performance data to improve the Services. This data cannot be used to identify you or reconstruct your Customer Data.

6.3 Third-Party AI Providers

The Services may use third-party AI model providers to process requests. These providers process data only as necessary to fulfill your requests, under contractual confidentiality and data protection obligations. We do not authorize these providers to use your Customer Data for their own purposes.

6.4 AI Output Disclaimer

Donna does not warrant the accuracy, completeness, or reliability of AI-generated outputs or the results of Agentic Actions. You are responsible for reviewing and validating AI-generated content before relying on it or allowing agents to act on it.

7. Intellectual Property

All intellectual property rights in the Services, excluding Customer Data, are owned by Donna or its licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes.

Feedback, suggestions, or ideas you provide regarding the Services may be used by us without restriction or compensation to you.

8. Fees and Payment

Certain features of the Services require payment. Current pricing is available at donna.sh/pricing.

• Fees are billed in advance on a subscription basis (monthly or annual, as selected)
• All fees are non-refundable except as required by applicable law
• Failure to pay applicable fees may result in suspension or termination of access
• We reserve the right to change fees upon reasonable advance notice

9. Confidentiality

Each party agrees to protect the other party's confidential information and use it only for purposes related to these Terms. Customer Data is Donna's highest-confidentiality obligation. Confidentiality obligations survive termination of these Terms for two (2) years, except that obligations with respect to trade secrets survive indefinitely.

10. Term and Termination

These Terms are effective upon your first access to the Services and remain in effect until terminated.

• You may terminate your account at any time through account settings or by contacting legal@donna.sh
• We may suspend or terminate access for violation of these Terms, non-payment, legal requirements, or to protect the Services

Upon termination, your right to access the Services ceases immediately. We will retain Customer Data for up to 30 days to allow data export, after which it will be securely deleted. Sections governing Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Confidentiality survive termination.

11. Disclaimers

The services, including all AI-generated outputs and agentic actions, are provided "as is" and "as available." To the maximum extent permitted by law, Donna disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of AI outputs. Donna does not warrant that the services will be error-free, that agentic actions will produce the results you expect, or that content processed by or generated by the services is accurate or complete. You assume sole responsibility for your use of the services and for all agentic actions taken on your behalf.

12. Limitation of Liability

To the maximum extent permitted by law, Donna shall not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of data, lost profits, business interruption, or any harm arising from agentic actions taken on your behalf, even if Donna has been advised of the possibility of such damages.

Our total cumulative liability arising out of or relating to the services shall not exceed the total fees paid by you to Donna in the twelve (12) months preceding the claim.

These limitations apply regardless of the theory of liability. Some jurisdictions do not allow the exclusion of certain liability, so the above limitations may not fully apply to you.

13. Indemnification

You agree to defend, indemnify, and hold harmless Donna and its officers, directors, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services, including Agentic Actions taken on your behalf
• Your violation of these Terms
• Your Customer Data
• Your violation of any third-party rights, including intellectual property or privacy rights
• Your violation of applicable laws or regulations

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to conflict of laws principles.

Binding Arbitration. Any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Arbitration will be conducted in San Francisco, California, or by remote hearing.

Class Action Waiver. All claims must be brought in an individual capacity only, and not as a plaintiff or class member in any class or representative proceeding. You waive the right to a jury trial.

Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm pending arbitration.

15. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated via email or prominent notice within the Services at least 14 days before taking effect. Continued use of the Services after changes take effect constitutes acceptance. If you do not agree to a change, your sole remedy is to terminate your account before the change takes effect.

16. Contact

Questions about these Terms: legal@donna.sh