Software as a service agreement

This SOFTWARE AS A SERVICE AGREEMENT (“Contract”) is entered into as of the Effective Date by and between you (the “Client”) and The Service Provider.ai, a Texas company located at 6387 Camp Bowie Blvd STE B 631, Fort Worth TX 76126 (“The Service Provider”). The Service Provider and Client are collectively referred to as the “Stakeholders” or individually as a “Entity.”

1. Definitions

Affiliate: An “Affiliate” of a Entity refers to any entity that, directly or indirectly, controls, is controlled by, or is under common control with that Entity. Control means the direct or indirect ownership of more than 50% of the voting interests of such an entity.

Use Policy: The Use Policy available at , which may be updated from time to time.

Beta Software Releases: Features and functionalities of the Software Releases that are made available to Client to try that may or many not have additional costs, designated as beta, pilot, limited release, non-production, early access, evaluation, labs, or similar descriptions.

Confidential Information: All confidential and proprietary information disclosed by a Entity (“Disclosing Entity”) to the other Entity (“Receiving Entity”), whether orally or in writing, and marked or designated as confidential at the time of disclosure, or that a reasonable person would consider confidential given the nature of the information and circumstances. The Service Provider’s Confidential Information includes The Service Provider Property and the terms of this Contract and all Order Forms. Client’s Confidential Information includes Client Property. Confidential Information does not include information that the Receiving Entity can demonstrate: (i) is or becomes publicly known without breach of any obligation; (ii) was known by the Receiving Entity prior to disclosure; (iii) was independently developed by the Receiving Entity without reference to any Confidential Information; or (iv) is obtained from a third party without breach of any obligation.

Client Property: Includes (i) the Input, (ii) the Output, and (iii) any content (such as text, images, illustrations, charts, tables) and any Client or User Personal Data provided by Client to The Service Provider through the Service or via integration with a Third-Entity Product.

Documentation: All instructional materials provided by The Service Provider regarding the use of the Software Solutions.

Effective Date: The date specified in the applicable Order Form signed by Client and The Service Provider.

Input: Information that Client or its Users input via prompts into the Software Solutions, which Client owns or has the right to use. Input does not include The Service Provider Property.

The Service Provider Property: Refers to (i) the Software Solutions, (ii) the Documentation, and (iii) all content, materials, and software provided by The Service Provider in connection with the Software Solutions. The Service Provider Property does not include the Output.

Order Form: A document for ordering Software Solutions from The Service Provider, executed by the Stakeholders, referencing this Contract.

Output: The results generated by the Software Solutions based on the Input provided by the User. Output does not include The Service Provider Property.

Personal Data: Any information relating to an identifiable individual that can be linked, directly or indirectly, with that individual.

Processing/to Process/Processed: Any operation performed on Personal Data, such as collection, recording, organization, storage, adaptation, retrieval, consultation, use, disclosure, or destruction.

Software Solutions: The software services and platform provided by The Service Provider, including (i) web and user interfaces, applications, and software, and (ii) any modifications, updates, enhancements, and upgrades.

Subscription Term: The subscription period set forth in the applicable Order Form during which The Service Provider provides the Software Solutions to Client.

Third-Entity Products: Third-party applications, systems, or services used by Client that are not supplied or controlled by The Service Provider but are designed to interoperate with the Software Solutions.

Users: Individuals authorized to access Client’s account on the Software Solutions.

2. Software Solutions

Provision of Software Solutions: Subject to payment of all applicable fees and during the Subscription Term, The Service Provider grants Client a non-sublicensable, non-transferable, non-exclusive right to access and use the Software Solutions in accordance with this Contract and the applicable Order Form.

Order Forms: Each Order Form will specify additional terms, including fees, the Subscription Term, the number of permitted Users, and any usage limitations.

Platform Guidelines: Client acknowledges and agrees to comply with the platform guidelines available at Community guidelines, which are incorporated by reference.

3. Fees and Payment

Fees: Client agrees to pay all fees specified in the Order Form (“Fees”). If Client adds additional Software Solutions during a Subscription Term (a “Subscription Upgrade”), any additional Fees will be prorated over the remaining Subscription Term. If usage exceeds the purchased quantities, Client will be notified and given five (5) days to adjust usage. Continued excess usage will result in a Subscription Upgrade and corresponding fees. Fees are quoted and payable in U.S. dollars and are non-cancellable and non-refundable except as expressly stated in this Contract.

Invoices and Payment: The Service Provider will invoice Client at the email address on file. Payment is due within the timeframe specified in the Order Form. Unless otherwise stated, all Fees are payable on an annual, prepaid basis. Overdue invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, plus collection costs.

Taxes: Client is responsible for all taxes, assessments, tariffs, duties, or other fees imposed by any governmental body related to The Service Provider’s provision of the Software Solutions, except taxes on The Service Provider’s net income. The Service Provider will invoice Client for applicable taxes, and Client agrees to reimburse The Service Provider if it is required to pay taxes directly.

4. Intellectual Property Ownership

Client Property: Client retains all rights, title, and interest in Client Property, including intellectual property rights. The Service Provider does not acquire any rights in Client Property except as expressly stated in this Contract. To the extent that ownership of Inputs or Outputs does not automatically vest in Client, The Service Provider assigns all rights to the Inputs and Outputs to Client, with the understanding that Output may not be unique and may be generated similarly for others.

The Service Provider Property: The Service Provider retains all rights, title, and interest in The Service Provider Property, including intellectual property rights. Client does not acquire any rights in The Service Provider Property except as expressly stated in this Contract.

Licenses to The Service Provider: Client grants The Service Provider a limited, non-exclusive, non-transferable, royalty-free license to use Client Property solely to provide the Software Solutions. Client also grants The Service Provider a non-exclusive, revocable license to use Client’s trademarks and logos to identify Client as a subscriber of the Software Solutions, which can be revoked at any time.

Feedback: By submitting feedback to The Service Provider, Client grants The Service Provider a royalty-free, worldwide, perpetual license to use or incorporate such feedback into the Software Solutions.

5. Data Usage

Non-Training of Models: The Service Provider will not use Client Property to train AI models used by the Service.

System Performance: The Service Provider may use data on Client’s use of the Software Solutions (“Usage Information”) to compile statistical and performance information. Usage Information excludes Client Property and does not identify Client or Users. The Service Provider retains all intellectual property rights in Usage Information.

6. Data Privacy and Security

Information Security Requirements: The Service Provider will maintain an information security program to protect the Software Solutions and Client Property against unauthorized access, loss, or disclosure. The program will include risk assessment and regular testing.

Hosting and Processing: Unless otherwise agreed, Client Property may be hosted by The Service Provider or its Affiliates, or their authorized third-party service providers, in the U.S., EEA, or the U.K.

Processing of Personal Data: Use of the Service does not require The Service Provider to process Personal Data. If Client wishes to submit Personal Data, a Data Processing Addendum (“DPA”) must be executed. The DPA will be incorporated by reference into this Contract. The Service Provider’s processing of Personal Data as a data controller will comply with The Service Provider’s Privacy Policy.

Third-Entity Service Providers: The Service Provider may use third-party service providers to process Client Property, but will ensure they are bound by confidentiality and security obligations.

7. Confidentiality

Confidentiality Obligations: The Receiving Entity agrees to (i) use Confidential Information solely for the purpose for which it was disclosed; (ii) not disclose Confidential Information to any third party without prior written consent; and (iii) take reasonable steps to protect Confidential Information, which will be at least as protective as those used for its own confidential information.

Exceptions to Confidentiality: The confidentiality obligations do not apply to information that (i) was publicly known at the time of disclosure; (ii) becomes publicly known without breach of this Contract; (iii) was known by the Receiving Entity before disclosure; (iv) is independently developed by the Receiving Entity; or (v) is disclosed under legal or regulatory requirements.

Return of Confidential Information: Upon termination of this Contract, or upon request, the Receiving Entity will promptly return or destroy all Confidential Information of the Disclosing Entity, except for copies retained for compliance with legal obligations.

8. Warranties and Disclaimers

Warranties: The Service Provider warrants that the Software Solutions will perform in accordance with the Documentation and that it will not infringe any third-party intellectual property rights. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Limitation of Liability: The Service Provider’s liability is limited to the total amount paid by Client under the relevant Order Form during the 12-month period preceding the claim. The Service Provider will not be liable for any indirect, incidental, or consequential damages, including loss of profits or data.

9. Term and Termination

Term: This Contract begins on the Effective Date and continues until terminated by either party as provided herein.

Termination for Convenience: Either party may terminate this Contract for any reason upon thirty (30) days written notice.

Termination for Cause: Either party may terminate this Contract for cause if the other party breaches any material term of this Contract and fails to cure the breach within thirty (30) days after receiving written notice of the breach.

Effect of Termination: Upon termination, Client will cease using the Software Solutions and will pay all amounts due for the Subscription Term up to the termination date. The Service Provider will provide Client with access to Client Property for thirty (30) days after termination, after which The Service Provider will delete Client Property.

10. General Provisions

Governing Law: This Contract will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law principles.

Dispute Resolution: Any disputes arising under this Contract will be resolved through binding arbitration conducted in Fort Worth, Texas, in accordance with the rules of the American Arbitration Association.

Entire Agreement: This Contract, including any Order Forms and other documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

Amendments: Any amendments to this Contract must be in writing and signed by both parties.

Severability: If any provision of this Contract is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Assignment: Client may not assign this Contract without The Service Provider’s prior written consent, except to an Affiliate or in connection with a merger or acquisition.

Notices: All notices under this Contract must be in writing and sent to the addresses specified in the Order Form or as otherwise designated by the parties.

Force Majeure: Neither party will be liable for any failure to perform its obligations under this Contract due to circumstances beyond its reasonable control, including acts of God, war, or natural disasters.