Master Services Agreement

1. Definitions

Here are some key terms we use throughout this Agreement:

"Aggregated Data" means data derived from your information that's been combined with data from other sources and de-identified so it can't reasonably be traced back to you or any individual.

"Authorized Users" means your employees, contractors, and agents who you authorize to access our platform.

"Confidential Information" means non-public information shared between us—things like business plans, technical data, pricing, and the terms of this Agreement. It doesn't include information that becomes public (through no fault of the receiving party), was already known, was independently developed, or was lawfully obtained from someone else.

"Customer Data" means all data, content, and materials you provide to us for the Services.

"Customer Materials" means guidelines, instructions, specifications, and other materials you provide for us to use in performing the Services.

"Deliverables" means the annotated, labeled, or processed data and work product we create for you as specified in an Order Form.

"Fees" means the amounts you pay us as set forth in an Order Form.

"Order Form" means a written or electronic ordering document signed by both of us that references this Agreement and specifies the services, pricing, and other terms.

"Platform" means our proprietary software, tools, and technology used to perform the Services.

"Services" means the data annotation, labeling, and related services described in an Order Form.

2. Services

2.1 What We'll Do

We'll use commercially reasonable efforts to perform the Services described in each Order Form. The specific scope, volume, pricing, and timeline will be set forth in each Order Form.

2.2 Order Forms

Each Order Form becomes part of this Agreement. We only provide Services under signed Order Forms. If there's a conflict between this Agreement and an Order Form, this Agreement controls unless the Order Form specifically says otherwise and is signed by one of our officers.

2.3 Changes

Either of us can request changes to an Order Form, but changes only take effect when documented in a written amendment signed by both parties. We may adjust pricing and timelines to account for scope changes or delays on your end.

2.4 Platform Access

During the Order Form term, we grant you a limited, non-exclusive, non-transferable right to access our platform to upload data, review work, provide feedback, and receive Deliverables. We may modify, update, or change the platform at any time.

2.5 Subcontractors

We may use subcontractors to help deliver the Services.

2.6 What We Need From You

To deliver great results, we need you to:

• Provide all data and materials we need to perform the Services, on time and as specified in the Order Form;
• Make sure your data and materials are accurate, complete, lawful, and free of viruses or malicious code;
• Designate a primary contact who can make decisions, approve deliverables, and respond to our questions within two business days;
• Obtain all necessary rights and consents for us to process your data;
• Comply with applicable laws when using the Services and Deliverables.

2.7 Restrictions

Please don't:

• Reverse engineer, decompile, or disassemble our platform or materials;
• Use our Services to build competing products;
• Sublicense or transfer access to the Services;
• Use the Services unlawfully or to infringe anyone's rights;
• Interfere with our platform's operation;
• Exceed usage limits in your Order Form;
• Process data subject to special regulatory requirements (like HIPAA, GLBA, or PCI-DSS) without our express written agreement.

3. Term and Termination

3.1 Agreement Term

This Agreement starts when you sign an Order Form and continues until terminated.

3.2 Order Form Terms

Each Order Form has its own term. Order Forms automatically renew for successive periods of equal length unless either of us provides written notice of non-renewal at least 60 days before the end of the current term.

3.3 When We May Terminate

We may terminate this Agreement or any Order Form:

• Immediately if you don't pay and fail to cure within 5 days after we notify you;
• On 15 days' notice if you breach any other provision;
• Immediately if you become insolvent or enter bankruptcy proceedings;
• Immediately if continuing would violate law or expose us to liability;
• On 30 days' notice for any reason.

3.4 When You May Terminate

You may terminate if we materially breach and fail to cure within 60 days after you provide detailed written notice.

3.5 What Happens When the Agreement Ends

• Payment. You'll owe us for all Services performed, expenses incurred, and Fees due during any notice period. If you terminate for convenience or we terminate because you breached, you'll also owe a termination fee equal to 50% of the remaining Fees through the Order Form term.
• Deliverables. We'll deliver completed Deliverables once you've paid in full. We're not obligated to deliver work in progress.
• Your Data. We'll make your data available for you to retrieve for 30 days after termination. After that, we may delete it.
• Access. Your platform access ends immediately upon termination.
• Refunds. Fees are non-refundable.

3.6 Survival

Sections covering definitions, payment (for amounts owed), intellectual property, confidentiality, data retention, warranties, liability limitations, indemnification, disputes, and general provisions survive termination.

4. Fees and Payment

4.1 Fees

You'll pay the Fees specified in each Order Form. All Fees are non-refundable and non-cancellable.

4.2 Payment Terms

Unless your Order Form says otherwise, invoices are due within 15 days. Please pay in U.S. dollars via wire transfer or ACH.

4.3 Late Payments

Overdue amounts accrue interest at 1.5% per month (or the maximum legal rate, if lower). You'll also reimburse our collection costs, including reasonable attorneys' fees.

4.4 Taxes

Fees don't include taxes. You're responsible for all sales, use, VAT, withholding, and similar taxes (we'll handle taxes on our income). If you're required to withhold taxes, please gross up the payment so we receive the full amount.

4.5 Suspension

If payment is more than 10 days overdue, we may suspend Services and platform access. A $500 reinstatement fee applies.

4.6 Invoice Disputes

If you dispute an invoice, let us know in writing within 7 days with specific details. Undisputed amounts remain due regardless of any dispute.

4.7 Fee Changes

We may increase Fees on 30 days' notice. If you don't agree, you may terminate the affected Order Form by notifying us within 15 days.

5. Intellectual Property Rights

5.1 Our Materials

We own our platform, tools, methodologies, and all related intellectual property. Nothing in this Agreement transfers ownership of our materials to you.

5.2 Your Data

You own your data. You grant us a non-exclusive, royalty-free, worldwide license to use, modify, and create derivative works of your data as needed to perform the Services, improve our products, and for other lawful business purposes.

5.3 Deliverables

Once you've paid in full, we assign you ownership of the Deliverables (except for our materials incorporated in them). Until payment is complete, we retain all rights and you may not use the Deliverables.

5.4 What We Keep

• We retain ownership of our materials incorporated in Deliverables. You get a non-exclusive, non-transferable license to use them solely as part of the Deliverables for your internal purposes.
• We retain all improvements to our materials, even if based on your feedback.
• We retain the right to use general knowledge, skills, and know-how we develop while working with you.

5.5 Aggregated Data

We may collect and use Aggregated Data and usage analytics for any lawful purpose, including improving our products and services. We own all Aggregated Data.

5.6 Feedback

If you share suggestions or recommendations about our Services or platform, you assign us all rights in that feedback, and we may use it freely.

5.7 Publicity

We may identify you as a customer and use your name and logo in our marketing materials and website.

6. Confidentiality

6.1 Keeping Things Confidential

Each of us will keep the other's Confidential Information confidential, use it only as this Agreement allows, and share it only with people who need to know and are bound by confidentiality obligations.

6.2 Permitted Disclosures

We may disclose your Confidential Information to subcontractors as needed, as part of Aggregated Data, if required by law (with reasonable notice if permitted), or as otherwise allowed regarding your data under this Agreement.

6.3 Return of Information

On request or termination, each party will return or destroy the other's Confidential Information, except for copies required by law, retained in backups, or kept as Aggregated Data.

6.4 Duration

These confidentiality obligations last for 3 years after termination.

7. Data Protection and Privacy

7.1 How We Process Data

We process your data as needed to perform the Services and as otherwise permitted under this Agreement. This may involve automated systems, subcontractors (including offshore teams), and AI tools.

7.2 Security

We implement reasonable safeguards to protect your data, but no system is perfectly secure, and we can't guarantee absolute security.

7.3 Security Incidents

If we discover unauthorized access to your data in our possession, we'll notify you within a commercially reasonable time. Notifying you isn't an admission that we did anything wrong.

7.4 Data Processing Agreements

If required by law, we'll work with you in good faith to put a data processing agreement in place.

7.5 Audits

We don't provide audit rights, but we'll complete a reasonable security questionnaire once per year if you request it in writing.

7.6 Data Retention

After termination, we'll use commercially reasonable efforts to delete your data within 90 days of your request, except as we're required or permitted to retain it under this Agreement or applicable law.

8. Representations and Warranties

8.1 Authority

Each of us represents that we have authority to enter into this Agreement.

8.2 Your Representations

You represent and warrant that:

• You have all necessary rights in your data and materials to grant the licenses in this Agreement;
• Your data doesn't infringe anyone's rights or violate any laws;
• You've obtained all required consents for us to process your data.

8.3 Disclaimer

We provide the platform, Services, and Deliverables on an "as is" and "as available" basis.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DON'T WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DELIVERABLES WILL MEET YOUR SPECIFIC REQUIREMENTS.

You're responsible for validating Deliverables and for any decisions you make based on them.

9. Limitation of Liability

9.1 Types of Damages We Exclude

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WON'T BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES—REGARDLESS OF LEGAL THEORY AND EVEN IF WE'VE BEEN ADVISED OF THE POSSIBILITY.

9.2 Cap on Our Liability

OUR TOTAL LIABILITY WON'T EXCEED THE LESSER OF: (A) THE FEES YOU PAID IN THE 3 MONTHS BEFORE THE CLAIM AROSE, OR (B) $50,000.

9.3 Applicability

These limitations apply to all claims, including claims based on negligence, gross negligence, or willful misconduct, to the maximum extent permitted by law.

9.4 Time Limit for Claims

Any claim must be brought within 1 year of when it arose, or it's permanently barred.

9.5 Why This Matters

These limitations are a fundamental part of our agreement. Our pricing reflects this allocation of risk, and we wouldn't offer our Services on these terms without them.

10. Indemnification

10.1 Your Indemnification of Us

You'll defend, indemnify, and hold us harmless from claims, losses, and expenses (including attorneys' fees) arising from:

• Your data or materials;
• Your breach of this Agreement;
• Your use of our Services or Deliverables;
• Products or systems you build using Deliverables;
• Third-party claims related to our processing of your data;
• Your violation of laws or third-party rights.

10.2 Process

We'll notify you promptly of claims (though delay won't relieve you except to the extent it prejudices you). You'll control the defense and settlement, but you can't admit liability on our behalf without our consent.

10.3 Our Indemnification

We don't provide indemnification under this Agreement.

11. Dispute Resolution

11.1 Governing Law

This Agreement is governed by California law, without regard to conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods doesn't apply.

11.2 Arbitration

Any disputes will be resolved by binding arbitration under JAMS Streamlined Rules, with a single arbitrator in San Francisco, California. The arbitrator's decision is final and binding.

11.3 Class Action Waiver

We each waive any right to a jury trial and to participate in class actions.

11.4 Injunctive Relief

Either of us may seek injunctive relief in court to protect intellectual property or Confidential Information.

12. General Provisions

12.1 Changes to This Agreement

We may update this Agreement by posting revised terms and notifying you (by email, platform notification, or other reasonable means). If you continue using our Services after we notify you, you're accepting the updated terms. If you don't agree with changes, your remedy is to terminate affected Order Forms before the changes take effect. No other amendments are effective unless we sign them.

12.2 Assignment

You can't assign this Agreement without our written consent. We may assign it freely. This Agreement binds our respective successors and permitted assigns.

12.3 Notices

Send notices to us at:

We may send notices to you via email (to the address in your Order Form or account) and they're effective when sent.

12.4 Force Majeure

We're not liable for delays or failures due to circumstances beyond our reasonable control, like natural disasters, pandemics, war, government actions, or infrastructure failures.

12.5 Relationship

We're independent contractors. This Agreement doesn't create a partnership, joint venture, or employment relationship.

12.6 Third-Party Rights

This Agreement only benefits you and us—no one else has rights under it.

12.7 Entire Agreement

This Agreement and all Order Forms make up our entire agreement and replace all prior discussions and agreements. Your purchase orders or other forms don't modify this Agreement.

12.8 Severability

If any part of this Agreement is unenforceable, we'll modify it minimally to make it enforceable, or remove it, and the rest continues in effect.

12.9 Waiver

We only waive rights in writing. Not enforcing something once doesn't mean we waive it.

12.10 Interpretation

Headings are for convenience. "Including" means "including without limitation."

12.11 Electronic Signatures

Electronic signatures are valid.

12.12 Export Compliance

You'll comply with all export control and sanctions laws.

Contact Information

If you have any questions about this Master Services Agreement, please contact us: