Master Subscription & Professional Services Agreement

Agreement Structure

This Agreement establishes the terms under which Customer may access and use Provider’s hosted software, AI-enabled features, APIs, documentation, and related professional services. It consists of this Master Subscription & Professional Services Agreement (“MSPSA”), applicable Order Forms, Statements of Work (“SOWs”), and incorporated policies and exhibits.

• MSPSA — general legal and commercial terms.
• Order Form — subscription scope, products, users/usage, fees, term, and any negotiated commercial terms.
• SOW — professional services, implementation, configuration, integration, training, or other services.
• Data Processing Addendum (“DPA”) — privacy and data-processing terms, where applicable.
• Security Addendum — security requirements and controls, where applicable.
• Acceptable Use Policy (“AUP”) — prohibited uses and conduct.
• Service Level Agreement (“SLA”) — availability and support commitments, where applicable.

1. Definitions

“AI Services”: means features that use machine learning, generative AI, statistical models, large language models, automated decisioning, or similar technologies.

“Authorized User”: means an individual authorized by Customer to access the Services under Customer’s subscription.

“Customer Data”: means data, prompts, files, content, records, configurations, and other information submitted to, stored in, or processed by the Services on Customer’s behalf, excluding Provider Data.

“Documentation”: means Provider’s then-current user and technical documentation for the Services.

“Output”: means content generated by the AI Services in response to Customer Data or Customer’s use of the Services.

“Provider Data”: means telemetry, usage statistics, diagnostics, metadata, and aggregated or de-identified information derived from operation of the Services, provided that Provider Data does not identify Customer or contain Customer Data in a form that reasonably identifies Customer.

“Services”: means the hosted SaaS platform, AI Services, APIs, support, and other services identified in an Order Form.

“Subscription Term”: means the subscription period specified in an Order Form, including any renewal term.

2. Access to and Use of the Services

2.1 Grant. Subject to this Agreement and payment of applicable fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to permit Authorized Users to access and use the Services for Customer’s internal business purposes.

2.2 Restrictions. Customer will not, and will not permit any third party to: (a) resell, sublicense, lease, or provide the Services to third parties except as expressly permitted; (b) reverse engineer, decompile, disassemble, or attempt to derive source code or model weights, except to the extent prohibited by applicable law; (c) circumvent usage limits or security controls; (d) use the Services to develop a substantially similar competing service; (e) interfere with or disrupt the Services; or (f) use the Services in violation of applicable law or the AUP.

2.3 Accounts. Customer is responsible for maintaining the confidentiality of account credentials and for activities conducted through its accounts, except to the extent caused by Provider’s breach of its security obligations.

2.4 Customer Systems. Customer is responsible for its systems, networks, devices, third-party applications, integrations, and credentials used to connect to the Services.

3. AI-Specific Terms

3.1 AI Features

Customer acknowledges that AI Services may produce probabilistic, incomplete, inaccurate, biased, or otherwise unsuitable Outputs. AI-generated content is not guaranteed to be unique, correct, complete, or fit for a particular purpose.

3.2 Human Review

Customer is responsible for evaluating Outputs before relying on them, including where Outputs may affect legal, financial, employment, healthcare, safety, security, eligibility, or other consequential decisions. Customer will maintain appropriate human review and controls for its use cases.

3.3 No Training on Customer Data

Unless an Order Form expressly states otherwise, Provider will not use Customer Data to train or fine-tune generally available models for the benefit of Provider or unrelated customers. Provider may process Customer Data as necessary to provide, secure, maintain, troubleshoot, and improve the Services, subject to the DPA and this Agreement.

3.4 Third-Party Models

The Services may incorporate or route requests through third-party AI/model providers. Provider may change underlying models or providers when reasonably necessary to maintain, improve, secure, or support the Services, provided that Provider will not materially reduce the core functionality purchased by Customer during the applicable Subscription Term.

3.5 Customer Responsibility for Inputs and Outputs

Customer is responsible for Customer Data and for determining whether use of any Output is appropriate for its intended purpose. Customer will not submit regulated, sensitive, or confidential information to AI features unless the applicable Order Form, DPA, and security documentation permit such use.

4. Customer Data

4.1 Ownership. As between the Parties, Customer retains all right, title, and interest in Customer Data. Customer grants Provider a limited license to host, copy, transmit, process, and otherwise use Customer Data solely as necessary to provide the Services, perform professional services, comply with law, prevent fraud or abuse, and enforce this Agreement.

4.2 Customer Warranties. Customer represents that it has all rights and permissions necessary for Provider to process Customer Data as contemplated by this Agreement and that Customer’s use of the Services will not violate applicable law or third-party rights.

4.3 Data Export. During the Subscription Term and for [30] days after expiration or termination, Provider will make Customer Data available for export through the standard functionality of the Services, subject to applicable technical limitations and payment of undisputed amounts.

4.4 Deletion. Following the applicable post-termination retention period, Provider will delete Customer Data from active systems, subject to routine backups, legal retention obligations, security logs, and other limited exceptions described in the DPA.

5. Privacy and Data Processing

The Parties will comply with the applicable Data Processing Addendum. Where Provider processes Personal Data on Customer’s behalf, the DPA will govern such processing and will incorporate appropriate requirements concerning confidentiality, security, subprocessors, data-subject rights, breach notification, and international transfers.

Customer remains responsible for determining the lawful basis for processing Personal Data and for providing required notices and obtaining required consents.

6. Security

Provider will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, disclosure, or destruction. Provider’s current security measures are described in its Security Addendum or security documentation.

Provider will notify Customer without undue delay after confirming a Security Incident involving Customer Data, consistent with applicable law and the DPA. Provider will reasonably cooperate with Customer in investigating and mitigating a Security Incident, subject to reasonable confidentiality and security restrictions.

7. Professional Services

Professional Services will be described in one or more SOWs. Unless otherwise stated in an SOW, Customer will provide timely access to personnel, systems, information, decisions, and dependencies reasonably required for delivery. Delays caused by Customer dependencies may result in corresponding schedule changes.

Unless an SOW states otherwise, deliverables are deemed accepted upon delivery unless Customer identifies a material nonconformity with the applicable acceptance criteria within 10 business days. Provider will use commercially reasonable efforts to correct valid nonconformities.

8. Fees, Invoicing, and Taxes

Customer will pay the fees stated in each Order Form. Unless otherwise stated, invoices are due on receipt of the invoice date. Fees are non-refundable and non-cancellable except as expressly stated in this Agreement.

Fees exclude taxes, duties, levies, and similar governmental charges. Customer is responsible for applicable taxes other than taxes based on Provider’s net income, franchise taxes, or employment taxes.

Late undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider may suspend Services for materially overdue undisputed amounts after giving at least 10 days’ written notice and an opportunity to cure.

9. Term, Renewal, and Termination

9.1 Term. This Agreement begins on the Effective Date and continues until terminated. Each Order Form has the Subscription Term stated therein.

9.2 Renewal. Unless otherwise stated in an Order Form, subscriptions automatically renew for successive periods equal to the expiring term unless either Party gives at least 30 days’ notice of non-renewal.

9.3 Termination for Cause. Either Party may terminate this Agreement or an affected Order Form if the other Party materially breaches and fails to cure within 30 days after written notice; provided that breaches incapable of cure may be terminated immediately.

9.4 Insolvency. Either Party may terminate to the extent permitted by law upon the other Party’s insolvency, bankruptcy, dissolution, or assignment for the benefit of creditors.

9.5 Effect. Upon termination, Customer’s access rights cease, except for any expressly stated transition period. Customer will pay fees accrued through termination. Sections intended by their nature to survive will survive, including confidentiality, IP, payment, disclaimers, indemnification, limitations of liability, dispute resolution, and general provisions.

10. Intellectual Property

Provider and its licensors retain all right, title, and interest in the Services, Documentation, software, models, algorithms, interfaces, technology, and related intellectual property, excluding Customer Data. No rights are granted except as expressly stated.

Customer retains ownership of Customer Data. Subject to Customer’s compliance with this Agreement, Provider assigns to Customer any rights Provider may have in Outputs generated specifically for Customer, to the extent such rights are legally assignable. Provider makes no representation that Outputs are protectable by intellectual property law or do not infringe third-party rights.

Provider may use suggestions, ideas, or feedback voluntarily provided by Customer without restriction, provided Provider does not identify Customer publicly without permission.

11. Confidentiality

Each Party may receive Confidential Information of the other Party. The receiving Party will use Confidential Information only to perform or exercise rights under this Agreement and will protect it using at least reasonable care. Confidential Information excludes information that is publicly available without breach, already known without confidentiality duty, independently developed without use of the other Party’s Confidential Information, or lawfully received from a third party.

If disclosure is legally required, the receiving Party will, where legally permitted, provide prompt notice and reasonable assistance to allow the disclosing Party to seek protective treatment.

12. Warranties and Disclaimers

Provider warrants that: (a) it has authority to enter into this Agreement; and (b) the Services will materially conform to the Documentation during the applicable Subscription Term. Provider’s sole obligation for breach of the foregoing is to correct the nonconformity or, if correction is not commercially reasonable, refund the applicable prepaid fees for the affected period.

Except as expressly stated, the Services are provided “as is” and “as available.” Provider disclaims all implied, statutory, and other warranties, including merchantability, fitness for a particular purpose, title, non-infringement, and warranties arising from course of dealing or usage of trade, to the maximum extent permitted by law.

Provider does not warrant that AI outputs will be accurate, complete, reliable, unique, unbiased, or error-free, or that the Services will operate without interruption.

13. Indemnification

13.1 Provider Indemnity. Provider will defend Customer against a third-party claim alleging that the Services, as provided by Provider and used as permitted under this Agreement, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded or settlements approved by Provider.

Provider has no obligation for claims arising from Customer Data, Customer modifications, combinations not supplied by Provider, use outside the Agreement, or continued use after notice of alleged infringement. If such a claim occurs, Provider may procure continued use, modify or replace the affected Service, or terminate the affected Service and refund prepaid unused fees.

13.2 Customer Indemnity. Customer will defend Provider against third-party claims arising from Customer Data, Customer’s unlawful use of the Services, or Customer’s breach of the AUP, and will pay damages finally awarded or settlements approved by Customer.

13.3 Process. The indemnified Party will provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying Party, subject to the indemnified Party’s right to participate with counsel at its own expense.

14. Limitation of Liability

To the maximum extent permitted by law, neither Party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or business interruption, arising out of this Agreement.

Except for Excluded Claims below, each Party’s aggregate liability arising out of or related to this Agreement will not exceed the fees paid or payable by Customer for the Services giving rise to the claim during the 3 months before the event giving rise to liability.

“Excluded Claims” means: (a) Customer’s payment obligations; (b) a Party’s fraud or willful misconduct; (c) a Party’s indemnification obligations, to the extent expressly stated; (d) a Party’s breach of confidentiality; and (e) liabilities that cannot legally be limited.

The Parties may negotiate a separate super-cap for data protection, confidentiality, security, or IP claims in an Order Form or Security Addendum.

15. Suspension

Provider may suspend access to the Services to address a security threat, unlawful activity, material violation of the AUP, or risk of harm to the Services or other customers. Provider will use reasonable efforts to limit the suspension to the affected scope and duration and will restore access when the basis for suspension is resolved.

16. Publicity

Provider may use the other Customer’s name, logo, or trademarks in public marketing without prior written consent. Customer can opt out through written authorization.

17. Compliance with Laws and AI Use

Each Party will comply with laws applicable to its performance under this Agreement. Customer is responsible for determining whether a particular use case is permitted by applicable AI, privacy, consumer protection, employment, financial, healthcare, export-control, or sector-specific laws.

Customer will not use the Services for unlawful surveillance, generation of malicious code or instructions intended to facilitate wrongdoing, or other prohibited activity under the AUP. Provider may update the AUP as reasonably necessary to address new legal, security, or abuse risks.

18. Changes to Services and Policies

Provider may modify the Services, Documentation, and policies from time to time. Provider will not materially reduce the core functionality of a paid Service during the then-current Subscription Term. If a material change materially and adversely affects Customer’s purchased functionality, the Parties will work in good faith on a commercially reasonable solution.

19. General

Neither Party may assign this Agreement without the other Party’s consent, except to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee assumes the obligations hereunder.

The Parties are independent contractors. This Agreement does not create a partnership, agency, joint venture, or fiduciary relationship.

Notices must be in writing and delivered to the addresses or contacts in the applicable Order Form. Electronic notice to designated legal or contract contacts is permitted.

This Agreement, including Order Forms, SOWs, DPA, AUP, SLA, and Security Addendum, is the complete agreement regarding its subject matter and supersedes prior discussions. If there is a conflict, the following order controls: (1) negotiated Order Form terms, (2) negotiated SOW terms for the applicable services, (3) DPA for privacy matters, (4) Security Addendum for security matters, (5) MSPSA, (6) AUP/SLA, and (7) Documentation.

No amendment is effective unless in writing and agreed by authorized representatives, except the Provider may update incorporated policies as expressly permitted. Waiver must be in writing. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain effective.

Governing Law: Delaware, USA, excluding its conflict-of-laws rules.
Venue: Kent County, Delaware, USA.