These Platform Terms of Service (“Terms” or this “Agreement”) are entered into by and between Deliberate Studio Inc., a Delaware corporation, with offices located at 315 Church St. #4A, New York, NY 10013 (“Provider”), and the customer identified in the applicable Order (“Customer”). This Agreement is effective as of the date Customer first accepts it — including by clicking to accept, or by electronically accepting an Order that references these Terms (the “Effective Date”). Both Provider and Customer will each be deemed to be a “Party” and collectively, the “Parties”.
WHEREAS, Provider operates a proprietary multi-tenant software and AI-engineering platform; and
WHEREAS, Customer desires to obtain a limited license to use the Studio Platform and to engage Provider to configure and operate the Studio Platform for Customer’s business;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
As used in this Agreement, the following terms shall have the meanings set forth below:
“Affiliate” means with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means ownership of more than fifty percent (50%) of the voting securities of such entity.
“Agreement” means this Software Development and License Agreement, together with all Exhibits and Statements of Work incorporated herein.
“AI Components” means any machine learning models, neural networks, large language model integrations, training pipelines, inference engines, prompt engineering frameworks, and related artificial intelligence or machine learning technologies that form part of the Studio Platform or are developed as part of any Custom Deliverable.
“Custom Deliverables” means the custom-developed software modules, features, integrations, and deliverables specified as proprietary to Customer in an applicable Statement of Work, including any source code, object code, documentation, and related materials developed exclusively for Customer pursuant to such SOW, but expressly excluding any Studio Platform IP, Provider Retained IP, or General Improvements.
“Confidential Information” means any non-public information disclosed by one Party to the other Party, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
“Customer Data” means any data, content, or information submitted by or on behalf of Customer through the Studio Platform in the course of using the Studio Platform or the Custom Deliverables.
“Documentation” means any user manuals, technical specifications, API references, and other written materials provided by Provider relating to the Studio Platform or Custom Deliverables.
“Effective Date” has the meaning set forth in the preamble.
“Fees” means all amounts payable by Customer to Provider under this Agreement or any SOW, including development fees, platform access fees, and any other charges set forth in an applicable SOW.
“General Improvements” means any enhancements, modifications, improvements, derivative works, or developments to the Studio Platform or Provider Retained IP that are of general applicability or utility, even if conceived or developed in the course of performing services for Customer.
“Intellectual Property Rights” means all patents, patent applications, copyrights, trademarks, service marks, trade secrets, know-how, moral rights, and any other intellectual property or proprietary rights recognized under applicable law, whether registered or unregistered.
“Order” means an ordering document or online order page provided by Provider that references these Terms and sets forth the services, Fees, and any engagement-specific terms (including any list rate, discounted rate, minimum commitment, configuration priorities, named project leads, and competitor definition). Each Order accepted by Customer (including by electronic acceptance) constitutes a Statement of Work under this Agreement.
“Studio Platform” means Provider’s proprietary multi-tenant software and AI-engineering platform, including all software, infrastructure, AI Components, algorithms, models, workflows, agent harnesses, libraries, runtimes, methodologies, APIs, interfaces, tools, utilities, frameworks, and underlying technologies that comprise such platform, as updated, modified, or enhanced by Provider from time to time.
“Studio Platform IP” means all Intellectual Property Rights in and to the Studio Platform, including all AI Components, algorithms, models, training data, platform architecture, code, interfaces, APIs, and any General Improvements, whether developed prior to or during the Term.
“Provider Retained IP” means all Intellectual Property Rights owned or licensed by Provider prior to the Effective Date or developed independently by Provider outside the scope of any SOW, including any tools, libraries, frameworks, methodologies, and know-how.
“SOW or Statement of Work” means a written statement of work executed by both Parties that references this Agreement and sets forth the specific services, specifications, timelines, Fees, and designation of any Custom Deliverables for a particular engagement. Each Order accepted by Customer constitutes a Statement of Work.
Provider shall perform development and professional services as described in one or more Statements of Work executed by the Parties (including by Customer’s electronic acceptance of an Order). Each SOW shall be incorporated into and made a part of this Agreement. In the event of a conflict between the terms of this Agreement and any SOW, the terms of this Agreement shall govern unless the SOW expressly states that it supersedes a specific provision of this Agreement.
Each SOW shall specify, at a minimum: (a) a description of the services to be performed; (b) project schedule; (c) applicable Fees and payment schedule; (d) a list or description of any components designated as Custom Deliverables; and (e) any other terms specific to the engagement.
Either Party may request changes to the scope of services under an SOW. No change to an SOW shall be effective unless agreed to in a written change order signed by authorized representatives of both Parties. Provider shall have no obligation to perform services outside the scope of an executed SOW.
Provider shall perform the development services described in each SOW in a professional and workmanlike manner, consistent with industry standards. Provider shall devote reasonably sufficient resources and qualified personnel to perform such services.
Provider shall have the right to determine the personnel assigned to perform services, provided that Provider shall use reasonable efforts to maintain personnel continuity where consistency is material to delivery quality. Provider may use subcontractors, provided that: (a) Provider shall remain responsible for their acts and omissions; (b) Provider shall ensure that each subcontractor is bound by written obligations at least as protective as those set forth in this Agreement, including confidentiality and data security obligations; (c) prior to any subcontractor performing work on any Custom Deliverable, Provider shall obtain from such subcontractor a written assignment of all Intellectual Property Rights in any work product created by such subcontractor in connection with the Custom Deliverables, on terms that permit Provider to fulfill its assignment obligations to Customer under Section 4.2; (d) Provider shall cause each subcontractor to waive all moral rights in any Custom Deliverable to the fullest extent permitted by applicable law; and (e) Provider shall provide Customer, upon reasonable request, with evidence of compliance with the foregoing requirements subject to confidentiality obligations/requirements. Provider shall not engage any subcontractor that is a Competitor of Customer without Customer’s prior written consent.
Customer shall provide Provider with timely access to Customer personnel, systems, data, and other resources reasonably necessary for Provider to perform the services. Customer acknowledges that Provider’s ability to meet delivery timelines is dependent upon Customer’s timely cooperation.
Unless otherwise specified in an SOW, Customer shall have twenty (20) business days following delivery of each Custom Deliverable to conduct acceptance testing and provide written acceptance or a written description of any non-conformance with the specifications in the applicable SOW (a “Deficiency Notice”). If Customer does not provide written notice of rejection within such period, the Custom Deliverable is deemed accepted. Upon receipt of a Deficiency Notice, Provider shall, at no additional cost to Customer, promptly correct the identified non-conformances and re-deliver the Custom Deliverable within fifteen (15) business days (or such longer period as the Parties may agree in writing). Customer shall then have ten (10) business days to re-test and provide written acceptance or a further Deficiency Notice. Customer shall have up to two (2) cure cycles at no additional cost.
As between the Parties, Provider shall exclusively own all right, title, and interest in and to:
(a) the Studio Platform and all Studio Platform IP, including all AI Components, models, algorithms, platform architecture, APIs, interfaces, infrastructure, and underlying technologies;
(b) all Provider Retained IP;
(c) all General Improvements, regardless of whether they arise from or were inspired by services performed for Customer; and
(d) all tools, methodologies, processes, and know-how used by Provider in providing services under this Agreement.
Customer acknowledges that nothing in this Agreement or any SOW shall be construed as transferring, assigning, or conveying to Customer any ownership rights in the Studio Platform IP or Provider Retained IP. Any rights not expressly granted to Customer herein are reserved to Provider.
Subject to Customer’s payment in full of all Fees due under the applicable SOW, and only to the extent expressly designated as “Custom Deliverables” in a fully executed SOW, Provider shall assign to Customer all right, title, and interest in and to such Custom Deliverables, including all Intellectual Property Rights therein. Such assignment shall be effective only upon Provider’s receipt of payment in full of all applicable Fees. To the extent any such assignment is not effective by operation of law, Provider agrees to execute all documents and take all actions reasonably requested by Customer to perfect, evidence, and enforce such assignment. Provider shall not retain any rights in or to the Custom Deliverables except as expressly licensed by Customer in writing.
As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer hereby grants Provider a limited, non-exclusive license to access and process Customer Data solely to the extent necessary to provide the Studio Platform and perform services under this Agreement. Provider shall not use Customer Data to train AI models or for any purpose other than performing its obligations hereunder, except as expressly authorized in writing by Customer.
As between the Parties, Customer shall exclusively own all right, title, and interest in and to: (a) all data, text, files, content, prompts, instructions, and other materials submitted by or on behalf of Customer as inputs to any AI Components or AI-enabled features of the Studio Platform (“Inputs”); and (b) the content and materials generated by the Studio Platform that are displayed or delivered to Customer through the Studio Platform’s user interfaces or otherwise expressly delivered to Customer — such as ad creative, drafted communications, and reports as rendered to Customer (“Delivered Outputs”). All other data, artifacts, and materials created, derived, or maintained by the Studio Platform or Provider in the course of providing the services — including intermediate and derived data, enrichments, embeddings, classifications, agent instructions, prompts and transcripts, configurations, and analyses not displayed or delivered to Customer (collectively, “Platform Artifacts”) — constitute Studio Platform IP and are owned exclusively by Provider. References in this Agreement to “Outputs” mean Delivered Outputs. Except for the Customer Data export described in the transition provisions of an applicable SOW, Provider has no obligation to provide bulk export or extraction of Delivered Outputs, Platform Artifacts, or any other Studio Platform contents.
Customer may provide Provider with general, non-confidential feedback regarding the Studio Platform. Provider may use such general feedback to improve Studio Platform and its services without obligation, provided that no Customer Confidential Information or identifying data is included.
Notwithstanding anything in Section 4.1 to the contrary, Provider shall not, directly or indirectly: (a) productize, package, resell, sublicense, distribute, or otherwise offer the Custom Deliverables — including any Customer-specific configurations, prompts, dashboard layouts, scoring rubrics, and brand-model templates designated as Custom Deliverables in any SOW — as a standalone offering to any third party. For clarity, this restriction does not limit Provider’s right to (a) license or provide the Studio Platform, including any General Improvements, to other customers; (b) develop, on a clean-room basis, functionally similar capabilities for other customers from independent work; or (c) use methodologies, know-how, and skills retained by Provider in the ordinary course.
Subject to Customer’s payment in full of all Fees due under the applicable SOW, and only to the extent expressly designated as “Custom Deliverables” in a fully executed SOW, to the extent permitted by applicable law, all Custom Deliverables shall be deemed “works made for hire” as that term is defined in the United States Copyright Act (17 U.S.C. § 101), and all right, title, and interest therein, including all Intellectual Property Rights, shall vest exclusively in Customer upon creation. To the extent any Custom Deliverable does not qualify as a work made for hire, Provider hereby irrevocably assigns to Customer all right, title, and interest in and to such Custom Deliverable, including all Intellectual Property Rights therein. Provider shall cause all of its employees, subcontractors, and agents who participate in the creation of any Custom Deliverable to execute written agreements assigning all Intellectual Property Rights therein to Provider or directly to Customer, and Provider shall provide evidence of such agreements upon Customer’s reasonable request.
Subject to Customer’s payment in full of all Fees due under the applicable SOW, and only to the extent expressly designated as “Custom Deliverables” in a fully executed SOW, Provider expressly disclaims and waives, and shall cause its employees, subcontractors, and agents to disclaim and waive, to the fullest extent permitted by applicable law, all moral rights (including rights of attribution, integrity, and disclosure) and any similar rights under the laws of any jurisdiction in and to the Custom Deliverables. Provider shall not assert, and shall cause its employees, subcontractors, and agents not to assert, any such rights against Customer, its Affiliates, or their respective licensees, successors, or assigns.
Subject to the terms and conditions of this Agreement, including timely payment of all applicable Fees, during the Term, Provider hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Studio Platform solely for Customer’s internal business purposes.
Customer shall not, and shall ensure that its authorized users do not:
(a) copy, modify, adapt, translate, or create derivative works of the Studio Platform or any part thereof;
(b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Studio Platform or any AI Components;
(c) sublicense, sell, resell, transfer, assign, or otherwise provide access to the Studio Platform to any third party;
(d) use the Studio Platform to build or benchmark a competing product or service;
(e) remove or alter any proprietary notices or markings on the Studio Platform;
(f) use the Studio Platform in any manner that violates applicable law or third-party rights;
(g) circumvent or disable any security, access control, or technical restriction of the Studio Platform; or
(h)attempt to access, interfere with, or disrupt the data, configurations, or environment of any other user of the Studio Platform; or
(i) bulk-download, scrape, or otherwise systematically extract data, Outputs, or other content from the Studio Platform, except through export features that Provider makes generally available or as expressly permitted in an applicable SOW.
Provider may suspend Customer’s access to the Studio Platform immediately upon written notice if: (a) Customer materially breaches Section 5.2; (b) Customer’s use of the Studio Platform poses a security risk to the Studio Platform or other users; (c) Customer has undisputed overdue Fees outstanding by more than thirty (30) days; or (d) Provider is required to do so by applicable law or regulatory authority. Provider shall restore access promptly upon cure of the applicable cause for suspension.
Provider reserves the right to update, modify, enhance, or discontinue features of the Studio Platform at any time in its sole discretion. Provider shall use commercially reasonable efforts to provide advance notice of material changes that may adversely affect Customer’s use of the Custom Deliverables. Customer’s continued use of the Studio Platform following any update shall constitute acceptance of such update.
(a) Provider-Integrated Third-Party Services. The Studio Platform may incorporate, depend upon, or interoperate with third-party software, APIs, large language model services, cloud infrastructure, data services, and other external products or services (collectively, “Provider-Integrated Third-Party Services”), including without limitation AI model providers, cloud hosting providers, and third-party data processors. Customer acknowledges that: (i) Provider-Integrated Third-Party Services are subject to the terms, conditions, usage policies, and pricing of their respective third-party providers, which may change at any time without notice to Provider or Customer; (ii) the availability, functionality, and performance of the Studio Platform may be dependent upon or affected by the continued availability and operation of Provider-Integrated Third-Party Services; and (iii) Provider does not control Provider-Integrated Third-Party Services and shall have no liability whatsoever for any interruption, degradation, modification, discontinuation, or failure of any Provider-Integrated Third-Party Service, or for any resulting impact on the Studio Platform or Customer’s access thereto. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO PROVIDER-INTEGRATED THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO THEIR AVAILABILITY, ACCURACY, SECURITY, COMPLIANCE, OR FITNESS FOR ANY PARTICULAR PURPOSE.
(b) Substitution of Provider-Integrated Third-Party Services. Provider reserves the right, in its sole discretion, to add, modify, replace, or remove any Provider-Integrated Third-Party Service at any time, including substituting an alternative AI model provider, cloud platform, or other underlying service component, without liability to Customer, provided that Provider shall use commercially reasonable efforts to maintain substantially equivalent Studio Platform functionality following any such substitution. Any such substitution shall not constitute a breach of this Agreement or any SOW.
(c) Third-Party Service Terms. Customer’s use of the Studio Platform may be subject to the terms of service, acceptable use policies, data processing terms, and other agreements of Provider-Integrated Third-Party Service providers (“Third-Party Terms”). To the extent Provider is required by a third-party provider to flow down obligations to its customers, Customer agrees to comply with such obligations as notified by Provider in writing. Customer’s failure to comply with applicable Third-Party Terms that results in suspension or termination of Provider’s access to a Provider-Integrated Third-Party Service shall not constitute a breach by Provider of this Agreement and shall not entitle Customer to any refund or fee reduction.
(d) Customer-Connected Third-Party Integrations. The Studio Platform may permit Customer to connect, integrate, or interoperate with third-party services, data sources, APIs, or applications selected and configured by Customer (“Customer-Connected Integrations”). Customer is solely responsible for: (i) obtaining and maintaining any licenses, consents, and authorizations necessary to connect Customer-Connected Integrations with the Studio Platform; (ii) compliance with the terms and conditions governing all Customer-Connected Integrations; (iii) the security and integrity of any credentials, tokens, or access keys used to connect Customer-Connected Integrations to the Studio Platform; and (iv) any data transmitted to or from the Studio Platform via Customer-Connected Integrations, including any Customer Data or third-party data shared through such integrations. PROVIDER EXPRESSLY DISCLAIMS ALL LIABILITY FOR THE AVAILABILITY, SECURITY, ACCURACY, OR PERFORMANCE OF CUSTOMER-CONNECTED INTEGRATIONS AND FOR ANY LOSS OR CORRUPTION OF DATA ARISING FROM THEIR USE.
(e) No Endorsement. Any reference to or integration with a third-party service in or through the Studio Platform does not constitute an endorsement, recommendation, or warranty by Provider of such third-party service, its products, or its operators. Provider shall have no obligation to maintain any particular third-party integration and makes no representations regarding the continued availability of any such integration.
Customer shall pay Provider the Fees set forth in each applicable SOW in accordance with the payment schedule therein. All Fees are stated in United States dollars and are non-refundable except as expressly set forth in this Agreement. Provider may incur out-of-pocket expenses on Customer’s behalf as detailed in each SOW.
Provider shall issue invoices in accordance with the schedule set forth in the applicable SOW. Unless otherwise specified, invoices are due and payable within fifteen (15) days of the invoice date. All payments shall be made by the method required under Section 6.6.
Any amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the due date until the date of actual payment. Customer shall reimburse Provider for all reasonable costs of collection, including attorneys’ fees.
All Fees are exclusive of any taxes, levies, duties, or similar governmental assessments (collectively, “Taxes”). Customer is solely responsible for paying all Taxes associated with its purchases under this Agreement, excluding taxes based on Provider’s net income.
If Customer disputes any portion of an invoice, Customer shall: (a) pay the undisputed portion by the due date; (b) provide Provider with written notice of the dispute within ten (10) days of receipt of the invoice; and (c) cooperate in good faith to resolve the dispute promptly.
All Fees shall be paid by ACH debit initiated by Provider through Provider’s payment processor. Upon acceptance of an Order, Customer shall enroll a valid business bank account with that processor and authorize Provider to debit the account for Fees as they become due under this Agreement and the applicable SOW. Provider is not obligated to accept payment by check, wire transfer, credit card, or any other payment method or platform, and payment tendered by any other means does not satisfy Customer’s payment obligations unless Provider accepts it in writing. Customer shall maintain a valid, funded account and a current debit authorization throughout the Term. If a debit is returned, rejected, or reversed for any reason, the underlying Fees remain due and payable as of their original due date, Section 6.3 applies from that original due date, and Customer shall reimburse Provider for any return or reversal fees charged to Provider.
Customer shall provide and maintain a complete billing address and a billing contact email address for the entity responsible for payment, and shall notify Provider in writing within ten (10) days of any change to either. Provider may rely on the billing information most recently provided by Customer for invoicing, tax determination, and payment processing purposes.
Each Party (“Receiving Party”) agrees to: (a) hold in strict confidence the Confidential Information of the other Party (“Disclosing Party”); (b) use the Disclosing Party’s Confidential Information solely for the purposes of this Agreement; and (c) not disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, except to the Receiving Party’s employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.
7.1.1 Data Security. Provider shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to: (a) ensure the security, integrity, and confidentiality of Customer Data and Customer Confidential Information; (b) protect against anticipated threats or hazards to the security or integrity of such information; and (c) protect against unauthorized access to, acquisition of, or use of such information. Such safeguards shall include, at a minimum: (i) encryption of Customer Data in transit and at rest using industry-standard encryption protocols; (ii) access controls limiting access to Customer Data to Provider personnel with a need to know; (iii) regular security assessments and vulnerability testing; (iv) secure development practices for all software that processes Customer Data; and (v) employee training on data security and confidentiality obligations. Provider shall provide Customer with a summary of its security practices upon reasonable request.
7.1.2 Security Incident Notification. Provider shall notify Customer in writing within forty-eight (48) hours of discovering any Security Incident. “Security Incident” means any unauthorized access to, acquisition of, disclosure of, or loss of Customer Data or Customer Confidential Information, or any breach of Provider’s security systems that could reasonably result in such unauthorized access, acquisition, disclosure, or loss. Such notice shall include: (a) a description of the nature and scope of the Security Incident; (b) the categories and approximate number of records affected; (c) the measures Provider has taken or proposes to take to address the Security Incident and mitigate its effects; and (d) the name and contact information of a Provider representative from whom additional information may be obtained. Provider shall cooperate with Customer in investigating and remediating the Security Incident and shall provide reasonable assistance in connection with any notifications Customer is required to make to affected individuals or regulatory authorities. Provider shall not make any public statements regarding any Security Incident involving Customer Data without Customer’s prior written consent, except as required by applicable law.
Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is received from a third party without restriction.
If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt prior written notice (to the extent legally permitted) and shall cooperate in seeking a protective order or other appropriate relief.
Confidentiality obligations shall survive for three (3) years following termination or expiration of this Agreement; provided, however, that obligations with respect to trade secrets shall survive indefinitely for so long as such information constitutes a trade secret under applicable law.
Each Party represents and warrants that: (a) it has full legal authority to enter into and perform this Agreement; (b) this Agreement has been duly authorized, executed, and delivered and constitutes a valid and binding obligation; and (c) its execution and performance of this Agreement does not violate any applicable law or any obligation to a third party.
Provider represents and warrants that: (i) the services shall be performed in a professional and workmanlike manner by personnel with the skills and expertise necessary for the relevant tasks; (ii) to Provider’s knowledge, the Studio Platform and Custom Deliverables, as delivered, do not infringe the Intellectual Property Rights of any third party; (iii) Provider has the right to grant the licenses set forth in this Agreement; (iv) the Custom Deliverables shall conform in all material respects to the specifications set forth in the applicable SOW for a period of ninety (90) days following acceptance (the “Warranty Period”); (v) the Custom Deliverables shall be free from material defects in design and implementation during the Warranty Period; and (vi) Provider has obtained, or shall obtain prior to delivery, all necessary assignments, releases, and authorizations from its employees, subcontractors, and agents to vest full ownership of the Custom Deliverables in Customer as contemplated by Section 4.
8.2.1 Warranty Remedies. If Customer notifies Provider of a breach of the warranties in Section 8.2(iv) or (v) during the Warranty Period, Provider shall, at no additional charge to Customer, use commercially reasonable efforts to correct the non-conformance or defect within thirty (30) days of receipt of such notice. The foregoing remedies are in addition to, and not in lieu of, any other remedies available to Customer under this Agreement or at law.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2, THE STUDIO PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE STUDIO PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. CUSTOMER’S USE OF THE STUDIO PLATFORM IS AT ITS SOLE RISK.
8.4 Disclaimer of Warranties Specific to AI Components and AI-Generated Outputs.
WITHOUT LIMITING THE GENERALITY OF SECTION 8.3, PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE AI COMPONENTS OR ANY OUTPUTS GENERATED BY THE STUDIO PLATFORM OR CUSTOM DELIVERABLES, INCLUDING WITHOUT LIMITATION:
(a) ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS: PROVIDER DOES NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, UP-TO-DATE, OR FREE FROM ERRORS, HALLUCINATIONS, CONFABULATIONS, OR OTHER AI-RELATED ANOMALIES;
(b) FITNESS FOR HIGH-STAKES USE: PROVIDER EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE AI COMPONENTS OR OUTPUTS ARE SUITABLE FOR USE IN REGULATED INDUSTRIES OR HIGH-STAKES CONTEXTS, INCLUDING WITHOUT LIMITATION MEDICAL, LEGAL, FINANCIAL, SAFETY-CRITICAL, OR GOVERNMENTAL APPLICATIONS, WITHOUT INDEPENDENT HUMAN REVIEW AND VERIFICATION;
(c) NON-INFRINGEMENT OF OUTPUTS: PROVIDER DOES NOT WARRANT THAT OUTPUTS WILL NOT INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE THE INTELLECTUAL PROPERTY RIGHTS, PRIVACY RIGHTS, OR OTHER RIGHTS OF ANY THIRD PARTY. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING OUTPUTS FOR POTENTIAL THIRD-PARTY RIGHTS ISSUES PRIOR TO USE OR PUBLICATION;
(d) CONSISTENCY OR DETERMINISM: PROVIDER DOES NOT WARRANT THAT THE AI COMPONENTS WILL PRODUCE IDENTICAL OR CONSISTENT OUTPUTS IN RESPONSE TO IDENTICAL OR SIMILAR INPUTS, OR THAT MODEL BEHAVIOR WILL REMAIN UNCHANGED FOLLOWING UPDATES, RETRAINING, OR FINE-TUNING;
(e) ABSENCE OF BIAS OR HARMFUL CONTENT: PROVIDER DOES NOT WARRANT THAT THE AI COMPONENTS WILL BE FREE FROM BIAS, DISCRIMINATORY OUTPUTS, OFFENSIVE CONTENT, OR OUTPUTS THAT MAY BE HARMFUL OR OBJECTIONABLE IN ANY PARTICULAR CONTEXT; AND
(f) REGULATORY COMPLIANCE: PROVIDER MAKES NO WARRANTY THAT THE AI COMPONENTS OR OUTPUTS COMPLY WITH ANY APPLICABLE LAWS OR REGULATIONS GOVERNING ARTIFICIAL INTELLIGENCE, AUTOMATED DECISION-MAKING, DATA PROTECTION, EQUAL OPPORTUNITY, OR OTHER LEGAL REQUIREMENTS IN ANY JURISDICTION.
CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE APPROPRIATENESS, ACCURACY, AND LEGALITY OF ALL OUTPUTS BEFORE ACTING UPON OR RELYING ON THEM. PROVIDER STRONGLY RECOMMENDS THAT CUSTOMER IMPLEMENT APPROPRIATE HUMAN OVERSIGHT PROCESSES FOR ALL MATERIAL USE CASES INVOLVING AI-GENERATED OUTPUTS.
Provider shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, actions, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) any claim that the Studio Platform or Custom Deliverables (as delivered by Provider) infringe the Intellectual Property Rights of a third party; or (b) Provider’s gross negligence or willful misconduct; provided that such indemnification shall not apply to the extent that a claim arises from Customer’s modification of the Studio Platform or Custom Deliverables, Customer’s combination thereof with other products not provided by Provider, or Customer’s breach of this Agreement.
Customer shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against any third-party claims, actions, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer Data and Input, including any claim that Customer Data or Input infringes or misappropriates the rights of any third party; (b) Customer’s use of the Studio Platform or Custom Deliverables in violation of this Agreement or applicable law; or (c) Customer’s gross negligence or willful misconduct.
The indemnified Party shall: (a) promptly notify the indemnifying Party in writing of the claim; (b) grant the indemnifying Party sole control of the defense and settlement; and (c) provide the indemnifying Party with reasonable assistance, at the indemnifying Party’s expense. The indemnifying Party shall not settle any claim in a manner that imposes any obligation or liability on the indemnified Party without its prior written consent.
If the Studio Platform or any Custom Deliverable becomes, or in Provider’s reasonable opinion is likely to become, the subject of an infringement claim, Provider may, at its option: (a) procure for Customer the right to continue using the affected materials; (b) modify the affected materials so they are non-infringing while maintaining substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the applicable license and refund a pro-rated portion of pre-paid Fees. The foregoing states Provider’s sole liability and Customer’s sole remedy with respect to any infringement claim.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT WITH RESPECT TO (A) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) PROVIDER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1, (C) CUSTOMER’S PAYMENT OBLIGATIONS, OR (D) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
This Agreement shall commence on the Effective Date and shall continue on a month-to-month basis, automatically renewing at the end of each calendar month, unless and until terminated in accordance with this Section 11 (the “Term”). Subject to any minimum commitment period set forth in an applicable SOW, neither Party is committed beyond the then-current calendar month.
Either Party may terminate this Agreement or any SOW for cause upon written notice if: (a) the other Party materially breaches this Agreement or the applicable SOW and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) the other Party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy, receivership, or dissolution proceedings.
11.2.1 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience, effective as of the last day of any calendar month, upon at least fifteen (15) days’ prior written notice to the other Party; provided that, where an applicable SOW specifies a minimum commitment period, termination for convenience of that SOW shall not take effect prior to the end of such minimum commitment period. Upon such termination: (a) Customer shall pay Provider all Fees for services satisfactorily performed and expenses properly incurred through the effective date of termination; (b) Provider shall promptly deliver to Customer all Custom Deliverables, in their then-current state; and (c) to the extent Customer has paid in full for any Custom Deliverable, Provider shall assign all Intellectual Property Rights therein to Customer in accordance with Section 4.2.
Upon expiration or termination of this Agreement for any reason: (i) all licenses granted to Customer under this Agreement, including the Studio Platform license under Section 5, shall immediately terminate; (ii) Customer shall promptly cease all use of the Studio Platform and, upon request, certify such cessation in writing; (iii) each Party shall promptly return or destroy the other Party’s Confidential Information in accordance with the Disclosing Party’s reasonable instructions; (iv) all outstanding Fees due and payable shall become immediately due; and (v) Customer shall retain ownership of any Custom Deliverables for which all applicable Fees have been paid in full, subject to ongoing obligations under this Agreement.
The following Sections shall survive termination or expiration: Section 1, Section 4 (including Sections 4.7, and 4.8), Section 6 (with respect to accrued amounts), Section 7 (including Sections 7.1.1 and 7.1.2), Sections 8.3 and 8.4, Section 9, Section 10, Section 11.3, Section 11.4, and Section 12.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. Any dispute arising out of or relating to this Agreement shall first be submitted to senior representatives of each Party for good-faith negotiation for thirty (30) days before being submitted to binding arbitration administered by AAA under its then-current commercial arbitration rules, with proceedings conducted in New York county, New York. Either Party may seek emergency injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm.
All notices under this Agreement shall be in writing and shall be deemed delivered when: (a) personally delivered; (b) sent by nationally recognized overnight courier with confirmation of delivery; or (c) sent by email with confirmation of receipt, to the addresses specified in the applicable SOW or as updated by either Party in writing.
Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld; except that either Party may assign this Agreement without consent to an Affiliate, provided that the assigning Party remains liable for the assignee’s performance. Notwithstanding the foregoing, Provider shall not assign this Agreement to any Competitor of Customer (as defined below) without Customer’s prior written consent, which shall not be unreasonably withheld. “Competitor” means any entity that directly competes with Customer in Customer’s primary business as identified in the applicable Order. Any purported assignment in violation of this Section shall be null and void.
The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Neither Party shall have authority to bind the other Party.
This Agreement, together with all SOWs, Orders, and Exhibits incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, negotiations, representations, and understandings relating thereto. This Agreement may only be amended by a written instrument signed by authorized representatives of both Parties.
No failure or delay by either Party in exercising any right, power, or remedy shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.
Neither Party shall be liable for any delay or failure in performance caused by circumstances beyond such Party’s reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, power failures, or internet outages, provided that the affected Party promptly notifies the other Party and uses reasonable efforts to mitigate the impact. If a Force Majeure Event affecting Provider continues for more than sixty (60) days, Customer may terminate the affected SOW upon written notice.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.
This Agreement is for the sole and exclusive benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy.
Customer shall comply with all applicable export control laws and regulations in connection with its use of the Studio Platform and Custom Deliverables. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any country subject to a U.S. government embargo.
This Annex A applies to each Order for a Studio Platform subscription. This Annex A, together with the applicable Order, constitutes a Statement of Work (“SOW”) under the Agreement, effective upon Customer’s acceptance of the Order (the “SOW Effective Date”). Capitalized terms used herein shall have the meanings ascribed in the Agreement.
Customer operates a consumer brand and wishes to (i) increase creative and marketing velocity — in particular, generating and iterating ad variations from winning content with human review; (ii) automate and tighten operational workflows, including catalog and data hygiene, inventory visibility, and demand forecasting; and (iii) gain clear visibility into its marketing and commerce technology stack.
Provider will deliver the Studio Platform subscription to Customer during the Term under this SOW, configured for Customer’s business. This SOW is a platform subscription and configuration engagement only; no bespoke software development is included under this SOW. Any custom development, if requested by Customer, will be scoped under a separate SOW or Change Order.
2.1 Studio Platform
Provider will integrate Customer into Provider’s Studio Platform runtime. Studio Platform is a multi-tenant operations and analytics environment hosted on the Platform that supports the following capabilities, as further described in this Section 2.1.
(a) Connected data sources — managed read connectors for Shopify, Klaviyo, Meta Ads, Google Ads, Google Analytics, and other commerce, marketing, support, and finance tools as designated by the Parties from time to time; Customer-supplied credentials provisioned per Section 13. All connected data sources shall be mutually agreed to ensure best useability of the platform, and any integrations or development work that is not reflective of existing scope shall be discussed in advance, with any additional costs to be mutually agreed upon.
(b) Operational dashboards — live dashboards covering key metrics including conversion rate, average order value, customer acquisition cost, contribution margin, subscriber retention, fulfillment status, and support backlog, configured to Customer’s operating model.
(c) Connected COGS and contribution-margin ledger — per-SKU landed-cost tracking, syncing to Shopify and downstream analytics for accurate margin reporting.
(d) Agent suite — a set of named software agents covering recurring operational work across operations, finance, marketing, ad creative, email and customer support, research, and people operations. Agents are extended in natural language and surface proposed actions for human approval. For the avoidance of doubt, includes all agents currently live and operating with Provider, and as new agents are developed and released, will be delivered to Customer under existing arrangements and fees.
(e) Dispatcher — a single intake and triage surface that ingests work from chat, meeting notes, email, and platform-detected events, routes items to the appropriate agent or owner, and tracks them to resolution.
(f) Natural-language query — an interface for asking questions across Customer’s connected data and historical operating record.
(g) Research collection — a store for long-form analyses, vendor documentation, and operational notes, searchable by humans and agents.
(h) Anomaly detection and alerting — automated detection of unusual patterns across connected data sources, with proactive alerts and draft remediations.
(i) Vendor and access governance — visibility into third-party access across Customer’s stack with bulk revocation workflows.
(j) Environment isolation — Customer’s data, credentials, and configurations are hosted in a dedicated, Customer-specific cloud environment scoped solely to Customer; user access is granted per user. The environment displays Customer’s logo and brand-specific labels. Custom typography, color theming, and other visual customization beyond logo and labels are not included in the Studio Platform Subscription Fee, and are available as an optional add-on at Five Thousand U.S. Dollars ($5,000) one-time setup plus One Thousand U.S. Dollars ($1,000) per month.
(k) Operating Manual/System — a detailed operating manual and system that can be offered to Customer’s executives and team on how to understand, deploy and best utilize the system, including troubleshooting, best practices, FAQs, etc.
Provider may add to, modify, or substitute components of Studio Platform over time in the ordinary course; material reductions in capability will be communicated in advance.
2.2 Onboarding (Month 1)
Month 1 includes: account-level credential and access provisioning (per Section 13); baseline data-source wiring; Customer-specific dashboard configuration; and live operation against Customer’s running operations.
2.3 Configuration Priorities
The Parties’ initial configuration priorities are as set forth in the applicable Order. These priorities describe configuration of standard Studio Platform capabilities, not Custom Deliverables, and may be re-ordered by the Project Leads without a Change Order.
2.4 No Custom Deliverables
The Parties do not designate any Custom Deliverables under this SOW. The Studio Platform, including all configurations, dashboards, agents, prompts, and settings created or tuned in the course of the engagement, is Studio Platform IP licensed to Customer during the Term under Section 5.1 of the Agreement. For clarity, Customer retains all right, title, and interest in Customer Data, Inputs, and Delivered Outputs under Sections 4.3 and 4.4 of the Agreement.
2.5 Data Security and Environment
Without limiting Section 7.1.1 of the Agreement: Customer’s instance operates in a dedicated cloud project provisioned solely for Customer; all Customer API keys and credentials are stored in a managed secrets vault (Google Cloud Secret Manager or equivalent) and are never transmitted or stored in chat tools, email, or plaintext documents.
2.6 No Exclusivity
Customer acknowledges that Provider operates a multi-tenant platform and serves multiple customers, which may include businesses that compete with Customer. Nothing in this SOW or the Agreement grants Customer exclusivity or restricts Provider from providing the Studio Platform or services to any third party, subject at all times to Provider’s confidentiality obligations under Section 7 of the Agreement and the environment-isolation protections described in Sections 2.1(j) and 2.5 of this SOW.
The following are explicitly excluded from this SOW and, if required, will be handled via separate SOW or Change Order:
4.1 Platform-Level Acceptance
Platform-level Acceptance occurs when the Studio Platform instance for Customer operates against Customer’s connected data sources with the Month 1 dashboard configuration live.
4.2 Acceptance Procedure
Within ten (10) Business Days of Provider’s written notice of completion of a Deliverable, Customer shall either accept the Deliverable in writing or provide written notice of rejection identifying the specific Acceptance Criteria not met. If Customer does not respond within the ten Business Days, Provider may notify Customer of the lapse, and Customer shall have an additional five (5) Business Days to respond before the Deliverable is deemed accepted.
4.3 Cure
If a Deliverable is rejected, Provider shall have ten (10) Business Days to cure.
Phase 1 — Onboarding: SOW Effective Date through end of Month 1. Focus: credential provisioning, data-source wiring, dashboard configuration, live operation.
Phase 2 — Ongoing Operation & Support: Month 2 onward. Focus: operation, tuning, configuration priorities per Section 2.3, support.
Term: month-to-month from the SOW Effective Date, subject to the minimum commitment in Section 8.3, and continuing until terminated per Section 11.2.1 of the Agreement.
Cadence. Weekly working session (60 minutes) plus Slack-based ongoing coordination during Month 1; Slack-based ongoing coordination thereafter, with further working sessions scheduled by mutual agreement.
Named Project Leads. As identified in the applicable Order.
Decision Rights. Project Leads have authority to make scope adjustments under Section 7.1 (lightweight changes). Fee, Term, and Acceptance-Criteria changes require signed Change Order under Section 7.2.
Escalation. Either Party may escalate to the executive sponsors identified in the applicable Order on five (5) Business Days’ notice.
7.1 Lightweight Changes
Either Party may request a change to scope by email between named Project Leads. Provider will respond within five (5) Business Days with a written impact assessment (email is sufficient). Changes that do not (a) increase Fees by more than 10% in any month, (b) extend the SOW Term, or (c) materially alter Acceptance Criteria, may be confirmed by email between Project Leads and incorporated by reference into this SOW.
7.2 Formal Change Orders
Changes that exceed the Section 7.1 thresholds require a written, signed Change Order before work begins.
8.1 Fees. The Studio Platform Subscription Fee — including any standard ongoing rate (the “List Rate”), any discounted introductory rate, and the period each applies — is as set forth in the applicable Order.
8.2 Founders Rate. Where the applicable Order specifies a discounted founders rate (the “Founders Rate”), such rate applies for the period specified in the Order, in consideration of Customer’s early adoption of the Studio Platform and the marketing cooperation described in Section 9. Following that period, and for so long as this SOW continues, the Studio Platform Subscription Fee is the List Rate.
8.3 Minimum Commitment; Pricing Review. Any minimum commitment period is as set forth in the applicable Order. Where the Order specifies a pricing and renewal review, the Parties will hold such review ahead of any step to the List Rate. Thereafter this SOW is month-to-month with no lock-in: Customer may cancel effective as of the end of the minimum commitment period or the end of any calendar month thereafter, on at least fifteen (15) days’ written notice per Section 11.2.1 of the Agreement, and owes nothing beyond Fees accrued through the effective date of termination.
8.4 Billing. Provider shall invoice the Studio Platform Subscription Fee on the first Business Day of each calendar month, payable within fifteen (15) days of the invoice date. If the SOW Effective Date is not the first day of a calendar month, the first invoice will be pro-rated at the then-applicable rate, and any Founders Rate period will run through the end of the final full calendar month of the period specified in the Order.
8.5 Capacity. The Studio Platform Subscription Fee covers Provider capacity equivalent to one senior practitioner plus Provider AI-agent support across the Studio Platform capabilities set forth in Section 2.1. Capacity is described in terms of Deliverables and Acceptance Criteria, not hours. Provider’s allocation of personnel, AI Agents, and tooling is at Provider’s discretion provided Acceptance Criteria are met.
9.1 Case Study; Referrals. In partial consideration of any Founders Rate under Section 8.2, Customer agrees to: (a) cooperate in good faith with Provider on one (1) written case study describing the engagement, subject to Customer’s approval of the final text (such approval not to be unreasonably withheld); and (b) where Customer is satisfied with the engagement, make reasonable referral introductions to other consumer brands.
9.2 Logo and Quote. Following completion of the first month of the Term, Provider may request, and subject to Customer’s prior written approval (email sufficient) Customer will provide: (a) an attributed testimonial quote from a Customer executive for use in Provider’s marketing materials; and (b) a limited, non-exclusive, non-transferable, revocable license for Provider to display Customer’s name and logo on Provider’s website and in Provider’s marketing materials, solely to identify Customer as a customer of the Studio Platform. Customer may revoke the license granted under this Section 9.2(b) at any time upon thirty (30) days’ written notice, after which Provider shall cease use in newly produced materials and remove Customer’s name and logo from Provider’s website within a reasonable period.
9.3 No Other Use of Marks. Except as set forth in this Section 9, neither Party shall use the other Party’s names, logos, or trademarks without prior written consent.
10.1 Pre-Approved Direct-Bill Categories. Customer agrees to contract directly with third-party data or tool providers and pay them directly where Customer elects to procure them. For clarity, Provider absorbs the cost of AI model inference (e.g., Anthropic, OpenAI) and Provider-managed cloud infrastructure used to deliver Studio Platform; those costs are included in the Studio Platform Subscription Fee and are not pass-through to Customer.
10.2 Reimbursable. For third-party API calls, hosting, or short-cycle pass-through costs incurred at Customer’s specific request that Provider fronts on Customer’s behalf, Provider shall invoice Customer at actual cost without markup, with supporting documentation. Pass-Through Expenses exceeding $1,500 in any single instance, or aggregating to more than $5,000 in any calendar month, require Customer’s written pre-approval (email sufficient).
10.3 Metered Service Fees. Usage-based fees for the Services — including automated support resolutions, rendered video and images, and email campaigns beyond any included allowance — are Service Fees charged at Provider’s published rates. They are not Pass-Through Expenses and are not subject to Section 10.2. Published rates apply regardless of Provider’s underlying third-party cost, which may be higher or lower than the rate charged.
The individual identified as Engagement Lead in the applicable Order shall serve as the Engagement Lead for this SOW and is primarily responsible for performance of the Services. Provider will not substitute the Engagement Lead without Customer’s prior written consent, except in the event of death, illness, or termination of the Engagement Lead’s relationship with Provider, in which case Provider will propose a substitute with substantially equivalent experience for Customer’s review. If the Parties cannot agree on a substitute within thirty (30) days, Customer may terminate this SOW for convenience without further fee obligation.
Upon termination or expiration of this SOW, Provider will, for up to thirty (30) days at the prevailing Studio Platform monthly fee:
For clarity, Customer’s license to use the Studio Platform under Section 5.1 of the Agreement terminates at expiration or termination of this SOW (subject to any extension reasonably necessary to complete the wind-down activities above).
Transition Services beyond thirty (30) days require a separate Change Order or short-form transition agreement. Notwithstanding the foregoing, Provider shall retain Customer Data for up to sixty (60) days following the termination or expiration of this Agreement, unless a longer retention period is required by applicable law. Upon expiration of such retention period, Provider shall securely delete or destroy all Customer Data in its possession or control, including any copies, except to the extent retention is required by applicable law or maintained in routine backup systems in accordance with Provider’s standard data retention practices, provided such retained data remains subject to the confidentiality and security obligations set forth herein.
This SOW assumes that:
This Agreement (including Annex A) is accepted electronically. Clicking “Agree & get started” (or a similar acceptance control) on an Order page that references these Terms constitutes Customer’s execution of this Agreement and the applicable Order, and has the same force and effect as a handwritten signature (see Section 12.9).