MASTER SERVICES AGREEMENT

This Master Services Agreement (together with any referenced or attached terms, this “Agreement”) governs access to and use of the application, plug-ins, and other services (collectively, “Services”) provided by Glaze AI, Inc. (dba Sandstone) (“Service Provider”).

This Agreement is effective as of the effective date (“Effective Date”) of the first order form (“Order Form”) entered into between the entity identified in the relevant Order Form as the customer (“Customer”) and Service Provider and that references this Agreement. If an Effective Date is not expressly specified in an Order Form, the Effective Date shall be considered the Start Date of the Services purchased by or provided to Customer under such Order Form. Each party to this Agreement shall be referred to as “Party,” and together as the “Parties.”

Scope of Agreement and Delivery of Services
1. Right to Use the Services. During the subscription term to the Services set out in the applicable Order Form and subject to the terms and conditions of this Agreement, Service Provider shall make available to Customer the Services set forth in such Order Form. Service Provider agrees to provide, oversee, and manage the Services pursuant to the terms of this Agreement and the applicable Order Form. Service Provider shall be responsible for all personnel and other resources reasonably necessary to perform the Services.
2. Order Forms. In the event of any express and direct conflict between the terms of this Agreement and the terms of any Order Form, the terms of the applicable Order Form will prevail to the extent of such conflict and solely with respect to the subject matter of such Order Form. The Parties may agree to amend the terms of this Agreement pursuant to an Order Form; provided, that any such amendments shall: (a) be expressly stated under that Order Form; (b) not apply to any other Order Form unless specifically and expressly stated therein; and (c) not otherwise amend any terms of this Agreement except in relation to such amended Order Form.
3. Support. Service Provider shall provide technical support for the Services in accordance with its then-current support policy, which shall include at minimum email-based support during normal business hours (meaning 9:00 AM to 5:00 PM Pacific Time, Monday through Friday, excluding U.S. federal public holidays) ("Business Hours"). For Customer convenience, Service Provider also offers on-demand agentic-based support twenty four (24) hours a day, seven (7) days a week.
4. Service Changes. Service Provider may, in its discretion, modify, update, enhance, or otherwise change the Services from time to time, including by adding, removing, or modifying features or functionality. Service Provider will use commercially reasonable efforts to avoid material disruption to the Services and will not materially reduce the overall functionality of the Services as generally made available to similarly situated customers; provided, that Service Provider shall provide reasonable advancenotice for any material interruptions to the provision of the Services. Service Provider may implement any changes required to comply with Applicable Law. For the purposes of this Agreement, “Applicable Laws” means the following to the extent it applies to a Party (including, as applicable, Affiliates (defined below) and sub-contractors of a Party), or the Services (including the performance, delivery, receipt or use of the Services, as applicable and wherever occurring): (a) any statute, regulation, notice, policy, directive, ruling or subordinate legislation (including treaties, multinational conventions and the like having the force of law); (b) common law; (c) any binding court order, judgment or ruling; or (d) any applicable industry code, policy or standard enforceable by law.
Fees; Payment Terms
1. Fees. The fees relating to any Services shall be detailed in the applicable Order Form (“Fees”). If Customer’s actual usage of the Services during the relevant subscription term exceeds the allowance or scope stated in the Order Form (“Overage”), Customer will be invoiced for the Overage, prorated, based on the Fee set out in the then-current Order Form (or then-current pricing if not set out in such Order Form). Customer may elect to upgrade its Service package, add other then-available add-ons, or increase the scope of its subscription to add additional Users (as defined below) at the then-current rates (together, “Upgrade Fee”). Upgrade Fees will be prorated from the upgrade date and Customer will be invoiced thereafter. Following the end of the then-current annual period of a subscription term, any recurring Overage Fees or Upgrade Fees will be added to the then-current annual subscription fee for the applicable Services and Customer will be billed accordingly.
2. Payment Terms. Invoices shall be rendered and payment shall be made in accordance with the applicable Order Form. All fees payable under this Agreement shall be in United States Dollars unless otherwise specified in an Order Form. If no payment terms are specified in the Order Form, all amounts due under an invoice shall be due and payable within thirty (30) days of the invoice date. Fees are non-refundable and non-cancelable unless expressly agreed otherwise under this Agreement. Notwithstanding the foregoing, if Service Provider terminates this Agreement or any Order Form other than due to Customer’s material uncured breach, Service Provider will refund to Customer any prepaid fees attributable to the unused portion of the then-current subscription term from the effective date of termination.
3. Taxes.Fees are exclusive of all taxes, duties, levies, and similar assessments. Customer shall pay all applicable sales, use, value-added, goods and services, withholding, and other taxes and duties (excluding taxes based on Service Provider's net income) arising from or relating to this Agreement or any Order Form. If Customer is required by law to withhold any taxes from payments due, Customer shall gross up such payments so that Service Provider receives the full amount invoiced.
4. Late Payments. Any amounts not paid when due may, at the Service Provider’s option, accrue interest from the due date until paid at the rate of the lesser of (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted by Applicable Law (defined as follows).Customer shall be responsible for all reasonable and documented costs incurred by Service Provider in connection with the collection of overdue amounts, including, but not limited to, reasonable attorneys’ fees, court costs, and collection agency fees, to the extent permitted by Applicable Law.
Obligations of the Customer
1. Customer shall satisfy any responsibilities expressly assigned to it in an Order Form. Customer shall be solely responsible for all access to and use of the Services by any individual or entity that accesses or uses the Services directly or indirectly through the Customer’s account, environment, systems, or credentials (including, but not limited to, Customer’s employees, contractors, agents and representatives) (each, a “User”), whether or not authorized by the Customer.The Customer shall promptly provide written notice to the Service Provider of any actual or suspected unauthorized access to or use of the Services.Any breach by a User of this Agreement or any Order Form shall be deemed to be a breach by the Customer.
2. Prohibited Conduct.Except as expressly permitted in writing by Service Provider, Customer will not, and will not permit any User or third party to: (a) reverse engineer, decompile, disassemble, decrypt, decode or otherwise attempt to derive or access the Services or any Service Provider technology (including source code, non-public APIs, models, prompts and underlying structure); (b) copy, modify, translate, adapt or create derivative works of the Services (other than permitted copying of outputs) or remove or alter proprietary notices; (c) sell, resell, rent, lease, sublicense, transfer, distribute, time-share, service bureau or otherwise make the Services available to any third party; (d) use the Services to develop, train, benchmark, test or support, or assist any third party in developing, training, benchmarking, testing or supporting, any competing product or service, or for competitive analysis; (e) crawl, scrape, spider, harvest or otherwise extract data, content or outputs via automated means; (f) bypass or interfere with authentication, access controls, rate limits, usage limits, security features or other protective measures; (g) introduce malware or other harmful code or take any action that could damage, disrupt, overburden or impair the Services or the Service Provider’s systems; (h) use the Services in violation of Applicable Law or to infringe, misappropriate or otherwise violate any rights of any person or for unlawful, deceptive or harmful purposes; (i) attempt to gain unauthorized access to the Services, other customers’ accounts or the Service Provider’s systems or networks; (j) store, transmit or process regulated or otherwise sensitive data (including regulated health data, payment card data or government-issued identifiers); or (k) materially violate Service Provider's Terms of Use or Terms of Service currently available at https://sandstone.ai/legal-center (or such successor URL as Service Provider may designate), which Service Provider may update from time to time upon reasonable notice. Customer’s obligations in this Article III shall be considered material terms of this Agreement, and any breach thereof shall be deemed a material breach of this Agreement. Service Provider’s non-performance of any of its obligations under an Order Form (other than in respect of any obligations relating to confidentiality, Intellectual Property (as defined below), data protection and any related clauses) shall be excused where such failure to perform is directly caused by Customer’s failure to perform an express material obligation of the Customer under this Agreement.
3. Credentials. Customer is responsible for maintaining the confidentiality and security of all usernames, passwords, API keys, tokens, access links and other credentials (collectively, “Credentials”). Customer shall not, and shall ensure that Users do not, share any Credentials between individuals or with any third party, except as expressly authorized in writing by Service Provider. Service Provider may require the Customer or Users to implement reasonable security measures (including, but not limited to, multi-factor authentication) as a condition of continued access.
4. Monitoring. Service Provider may monitor use of the Services for compliance and security purposes. Service Provider may, without liability, suspend or restrict access to the Services, throttle usage, remove or disable Customer Data or content and require corrective actions, in each case immediately and without notice to the extent reasonably necessary to protect the Services, Service Provider, Customer, Service Provider’s other customers or third parties or to address a suspected breach or security incident.Service Provider will use reasonable efforts to restore access after the basis for such action is resolved.
Intellectual Property Rights
1. Definition.For purposes of this Agreement, “Intellectual Property” means any technology and intellectual property, including, but not limited to, inventions (whether patentable or not), patents and patent applications, copyrights and copyrightable works (including software and documentation), trademarks, service marks, trade dress, trade names, domain names, trade secrets, know-how, confidential and proprietary information, mask works, moral rights and all other similar proprietary rights, and all registrations, applications, renewals and extensions of any of the foregoing, in each case, throughout the world.
2. Customer IP.Customer shall retain all right, title and interest in and to all Intellectual Property owned or controlled by Customer as of the Effective Date or developed independently of the Services, and all Intellectual Property relating to Customer Data (as defined below) or other materials provided by or on behalf of Customer in connection with the Services (collectively, “Customer Intellectual Property”).
3. Service Provider IP. Service Provider shall retain all right, title and interest in and to (a) all pre-existing Intellectual Property owned or controlled by Service Provider or its Affiliates as of the Effective Date or developed independently of the Services, including but not limited to any platform, application, software, APIs, models, algorithms, templates, configurations, workflows, user interface designs, documentation, methodologies, tools, utilities and know-how used in connection with the Services (collectively, “Service Provider Intellectual Property”), and (b) all improvements, enhancements, updates, modifications, derivatives and other developments of or to the Service Provider Intellectual Property, whether made before, during, or after the Term (as defined below). For the purposes of this Agreement, “Affiliate” means, with respect to a Party, any other person or entity which directly or indirectly Controls, is Controlled by, or is under common Control with such Party. “Control” means the ability, by virtue of ownership, right of appointment, right to control election or appointment, voting rights, the ability to control the exercise of voting rights, management agreement, or agreement of any kind, to control or direct, directly or indirectly, the board or executive body or decision-making process or management of such entity.
4. License. Customer hereby grants to Service Provider, as of the Effective Date and for the Term, a non-exclusive, non-transferable, non-sublicensable (except to authorized subcontractors), fully paid-up, royalty-free license to use, copy, reproduce, modify, enhance, and create derivative works of Customer Intellectual Property, solely to the extent reasonably necessary to perform the Services for the benefit of Customer. Service Provider shall cease use of all Customer Intellectual Property upon the earlier of the date on which: (i) all Services are completed; or (ii) this Agreement and all Order Forms are terminated in accordance with the terms hereof.
5. Feedback. If Customer provides any suggestions, ideas, enhancement requests, or other feedback regarding the Services (“Feedback”), Customer hereby grants Service Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, copy, modify, create derivative works of, and otherwise exploit such Feedback for any purpose without attribution or compensation to Customer.
6. Developed IP.Except to the extent the Parties expressly agree in a signed writing that specifically identifies a deliverable to be owned by Customer and specifically describes the scope of such ownership grant, Customer acknowledges and agrees that (a) all Intellectual Property developed, created, configured, adapted, or modified by or on behalf of Service Provider in connection with the Services, the platform, or any deliverables (including any enhancements, improvements, derivatives, or modifications of Service Provider Intellectual Property) shall be and remain Service Provider Intellectual Property, and (b) no ownership rights in any Service Provider Intellectual Property are transferred to Customer under this Agreement.
7. Aggregated Data. Notwithstanding anything to the contrary, Service Provider may collect, use, and disclose aggregated, anonymized, or de-identified data derived from Customer Data or Customer's use of the Services for any lawful business purpose, including, but not limited to, product improvement, benchmarking, and analytics, provided that such data does not identify Customer or any individual. Service Provider retains all rights to any aggregated, anonymized, or de-identified data derived from Customer's use of the Services. Notwithstanding the foregoing or anything else in this Agreement, Service Provider shall not use any Customer Data (including, without limitation, Customer prompts, queries, inputs, outputs, documents, or legal playbooks) to train, fine-tune, develop, benchmark, or otherwise improve any artificial intelligence or machine learning models, whether belonging to Service Provider or any third party, except in connection with performance of the Services to Customer, including workspace self-learning capabilities and internal analytics.
Mutual Confidentiality Obligations
1. Definitions.“Confidential Information” means any information or data of any nature, tangible or intangible, oral or in writing and in any format or medium, disclosed by or on behalf of a Party (in such capacity, “Disclosing Party”) to the other Party (in such capacity, “Receiving Party”) that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business, technical and financial information, product plans, pricing, security information, source code, software, algorithms, models, documentation, architecture, designs, strategies, designs, drawings, methodologies, formulae, processes, know-how, trade secrets and information concerning Disclosing Party’s customers, suppliers, or personnel.
2. Confidentiality.Receiving Party shall: (a) use the Disclosing Party’s Confidential Information solely to perform its obligations and exercise its rights under this Agreement, (b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but no less than reasonable care and, (c) not disclose the Confidential Information except to its employees, contractors, Affiliates, and professional advisors who have a need to know for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. Receiving Party is responsible for any breach of this Article V by its representatives.
3. Exclusions.Confidential Information excludes information or data which: (a) is lawfully in the public domain at the time of disclosure thereof to Receiving Party; (b) subsequently becomes lawfully part of the public domain by publication or otherwise; (c) is or becomes available to Receiving Party from a source other than the Disclosing Party which is lawfully entitled without any restriction on disclosure to disclose such Confidential Information to Receiving Party; or (d) is disclosed pursuant to a requirement or request by operation of law, regulation or court order but then only to the extent so disclosed and then only in the specific instance and under the specific circumstances in which it is obliged to be disclosed. In such case, Receiving Party will: (i) advise the Disclosing Party thereof prior to disclosure, if possible; (ii) take such steps to limit the extent of the disclosure to the extent that it lawfully and reasonably practically can; (iii) afford the Disclosing Party a reasonable opportunity, if possible, to intervene in the proceedings; and (iv) comply with Disclosing Party’s requests as to the manner and terms of any such disclosure.
4. Return; Destruction.Upon written request of Disclosing Party, Receiving Party will, within a reasonable time, return or destroy Disclosing Party’s Confidential Information in its possession or control, except that the Receiving Party may retain copies as required to comply with Applicable Law or pursuant to its reasonable backup, archival and recordkeeping policies, provided that any retained Confidential Information remains subject to this Agreement.
5. Remedies.Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an insufficient remedy.The Parties agree that any breach of the confidentiality provisions in this Agreement shall be deemed a material breach of this Agreement. Disclosing Party may seek injunctive or equitable relief (without the requirement to post a bond, to the extent permitted by law) in addition to any other remedies available at law or in equity.
6. Publicity. Notwithstanding the foregoing, Customer agrees that Service Provider may identify Customer as a customer and use Customer's name, logo, and trademarks on Service Provider's website, in customer lists, and in marketing materials. Service Provider’s use of Customer’s name and logo will be in accordance with any Customer supplied guidelines. Upon Customer’s written request, Service Provider will remove Customer’s name or any Customer marks from its website, and to the extent feasible, any marketing materials. Customer owns and retains all rights in and to its name, logo, and other trademarks.
Data Processing & Backup
1. Customer Data.Service Provider acknowledges that in providing the Services to the Customer, Service Provider may access, receive, store, process or otherwise be exposed to data supplied, stored, collected, collated, accessed or processed by or for the benefit of the Customer, including, but not limited, personal information and information relating to Customer provided by or on behalf of Customer (collectively, “Customer Data”).The Parties agree that all Customer Data shall constitute Confidential Information and will be treated as such in accordance with the terms of this Agreement.
2. Data Processing. To the extent Service Provider processes Personal Data (as such term is defined in Service Provider’s Data Processing Agreement (“DPA”)) on behalf of Customer in connection with the Services, the terms of Service Provider’s DPA shall apply to the Customer Data within scope of the DPA. The DPA is currently available at https://sandstone.ai/data-processing-agreement (or such successor URL as Service Provider may designate) and is hereby incorporated herein by reference. In the event of a conflict between this Agreement and the DPA with respect to the processing of Personal Data, the DPA shall control.
Mutual Representations & Warranties
1. Service Provider Authority. Service Provider represents and warrants to Customer as of the Effective Date that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) the execution, delivery, and performance of this Agreement and each Order Form by Service Provider have been duly authorized, and this Agreement and each Order Form constitute valid and binding obligations of Service Provider, enforceable against Service Provider in accordance with their terms (subject to applicable bankruptcy, insolvency, and similar laws and general principles of equity); and (c) it will maintain all licenses, permits, certificates, consents and approvals required under Applicable Laws to provide the Services.
2. Customer Authority.Customer represents and warrants to Service Provider as of the Effective Date that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) the execution, delivery, and performance of this Agreement and each Order Form by the Customer have been duly authorized, and this Agreement and each Order Form constitute valid and binding obligations of Customer, enforceable against Customer in accordance with their terms (subject to applicable bankruptcy, insolvency, and similar laws and general principles of equity); (c) it will use the Services in compliance with all Applicable Laws; (d) it has all rights necessary to provide Customer Data to Service Provider and to grant the licenses set forth herein, and Customer Data and all materials provided by Customer do not and will not infringe, misappropriate, or otherwise violate any third party's Intellectual Property or other proprietary rights.
Indemnification Against Third-Party Claims
1. Protection of Customer From Third-Party Claims.
  1. In addition to and without limitingany rights of Customer, Service Provider shall indemnify, defend, and hold harmless the Customer and its officers, directors, personnel, agents, successors and assigns (collectively, “Customer Indemnitees”) from and against any and all losses, liabilities, costs, expenses, fines, penalties, damages, judgments, awards, costs and expenses (including, without limitation, reasonable and documented legal and other advisor fees, tracing and collection charges, costs of any investigation, interest and penalties) (together, “Losses”) arising out of any Claim (as defined below) alleging that the Services, as provided by Service Provider and used by Customer in accordance with this Agreement, infringe or misappropriate any third-party’s Intellectual Property. Service Provider shall control the defense and settlement of any such Claim; provided, that: (a) Customer may participate in the defense at its own expense with counsel of its choosing; and (b) Service Provider will not settle any such Claim in a manner that imposes any liability or obligation on, or admits fault by, any Customer Indemnitee without the Customer’s prior written consent (not to be unreasonably withheld or delayed).
  2. Service Provider obligations under this Section 8.01 shall be comparatively reduced or limited to the extent a Claim arises from or relates to: (a) any modification of the Services by Customer or any third-party not authorized by Service Provider; (b) the combination, operation, or use of the Services with any software, hardware, data, content, or other materials not provided by Service Provider, where the Services alone would not be infringing; (c) Customer's use of the Services after Service Provider has notified Customer to discontinue such use due to an infringement concern; (d) Customer's failure to use updates, corrections, or modifications to the Services made available by Service Provider that would have avoided the infringement; (e) any Customer Data or Customer Intellectual Property; (f) Services provided in compliance with Customer's specifications, designs, or instructions to the extent such specifications, designs, or instructions caused the infringement; or (g) any use of the Services in breach of this Agreement, any Service Provider policies or terms of use in effect, or the applicable Order Form.
  3. If any Claim subject to this Section 8.01 is made or, in Service Provider's reasonable judgment, is likely to be made, Service Provider may, at its sole option and expense: (a) procure for Customer the right to continue using the allegedly infringing Services; (b) modify or replace the allegedly infringing Services (or portion thereof) with a non-infringing alternative that is functionally equivalent in all material respects; or (c) if neither (a) nor (b) is commercially practicable in Service Provider’s discretion, terminate the applicable Order Form (or the affected portion thereof) and refund to Customer any prepaid fees for the terminated Services attributable to the period following the effective date of such termination.
  4. This Section 8.01 states Service Provider's sole obligation and Customer's exclusive remedy with respect to any Claim that the Services infringe or misappropriate any third-party's Intellectual Property rights.
  5. In addition to the foregoing, Service Provider shall indemnify, defend, and hold harmless the Customer Indemnitees from and against any and all Losses arising out of any Claim to the extent caused by or resulting from Service Provider's violation of Applicable Law in connection with the provision of the Services under this Agreement or any Order Form; provided, that Service Provider shall have no obligation under this Section to the extent such Claim arises from: (i) Customer Data, Customer Intellectual Property, or Customer's instructions, specifications, or directions to the extent such data, Intellectual Property, or instructions caused or contributed to the violation; (ii) Customer's use of the Services in breach of this Agreement or any applicable Order Form; or (iii) Customer's failure to comply with Applicable Law. The indemnification procedures set forth in Section 9.03 shall apply to any Claim subject to indemnification under this Section.
2. Protection of Service Provider from Third-Party Claims.In addition to and without limiting any other obligations of the Customer under this Agreement, Customer shall indemnify, defend and hold harmless the Service Provider, its Affiliates and their respective officers, directors, personnel, agents, successors and assigns (collectively,“Service Provider Indemnitees”) from and against any and all Losses arising out of any Claim, to the extent caused by: (a) any access to or use of the Services by or on behalf of the Customer or any User in breach of this Agreement or any applicable Order Form, including without limitation, any misuse of the Services; (b) Customer’s or any User’s violation of any Applicable Law in connection with the Services or the Customer’s use thereof; (c) Customer’s or any User’s breach of any restrictive covenant, acceptable use restriction or other prohibition under this Agreement (including any prohibited conduct provisions); (d) Customer Data or any other data, content, or materials provided by or on behalf of Customer, including, without limitation, any Claim that Customer Data infringes, misappropriates, or otherwise violates any third-party's Intellectual Property or other proprietary rights; (e) any products, services, or content of Customer or any third party used in connection with the Services; or (f) any Claim by a third party arising out of or relating to Customer's provision of services or products to such third party.
3. Indemnification Procedures. The indemnification obligations under this Article VIII are conditioned upon the Customer Indemnitees or Service Provider Indemnitees, as applicable, (“Indemnified Party”): (a) providing prompt written notice of the Claim to the indemnifying party (“Indemnifying Party”) (provided that failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced by such failure); (b) granting the Indemnifying Party sole control of the defense and settlement of the Claim (provided that the Indemnifying Party shall not settle any Claim in a manner that imposes any liability, obligation, or admission of fault on the Indemnified Party without the Indemnified Party's prior written consent, not to be unreasonably withheld); and (c) providing reasonable cooperation to the Indemnifying Party, at the Indemnifying Party's expense, in connection with the defense and settlement of the Claim. The Indemnified Party may participate in the defense at its own expense with counsel of its choosing but shall not settle or compromise any Claim without the Indemnifying Party's prior written consent.
4. Notwithstanding anything to the contrary in this Article VIII, neither Party’s aggregate liability for indemnification obligations under this Article VIII shall exceed three times (3x) the fees paid or payable by Customer in the twelve (12) months preceding the Claim (“Indemnification Cap”).
Disclaimer and Limitation of Liability
1. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
2. Waiver; Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS AND DIRECTORS BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS AND DIRECTORS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES OF ANY KIND OF NATURE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR LOSS OR CORRUPTION OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE ORDER FORMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.EXCEPT FOR EXCLUDED CLAIMS AND THE CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY’S TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ANY DISPUTES OR OTHER CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE ORDER FORMS SHALL EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THIS AGREEMENT AND THE ORDER FORMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PARTIES AGREE THAT THE FOREGOING LIMIT APPLIES TO ALL CLAIMS, EVEN IF A PARTY BRINGS MULTIPLE CLAIMS AGAINST THE OTHER PARTY.
3. Defined Terms.For purposes of this Agreement, (i) “Claims” means a claim, action, demand, suit or proceeding, in whatever jurisdiction and forum brought by a third-party; and (ii) “Excluded Claims” means any Claims for Losses arising out of or relating to: (a) either Party’s fraud or willful misconduct; (b) either Party’s infringement or misappropriation of the other Party’s Intellectual Property; and (c) the amounts incurred by a Party when acting as the Indemnifying Party either Party’s indemnification obligations under this Agreement.
Term; Termination
1. Term.This Agreement shall commence on the Effective Date and shall continue in effect thereafter unless and until terminated in accordance with this Agreement (the “Term”).Unless otherwise specified in an Order Form, each Order Form shall automatically renew for successive periods equal to the initial term (each, a “Renewal Term”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Fees for any Renewal Term, and any fee increase notice requirements, shall be as specified in the applicable Order Form.
2. Termination for Cause.Either Party may terminate this Agreement or any affected Order Form:
  1. upon written notice to the other Party if the other Party materially breaches this Agreement or such Order Form and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail; provided, that Service Provider may terminate this Agreement or the applicable Order Form immediately upon written notice if the Customer breaches any obligation set forth in Section 4.02above;
  2. upon written notice to the other Party if: (i) a Default Event (defined below) occurs in respect of the other Party; or (ii) the other Party materially fails to comply with Applicable Law in a manner that adversely affects such Party’s ability to perform its obligations under this Agreement. “Default Event” means, with respect to a Party: (A) such Party becomes insolvent or unable to pay its debts as they become due; (B) a voluntary or involuntary bankruptcy, insolvency, or reorganization petition is filed by or against such Party and not dismissed within sixty (60) days; (C) a receiver, trustee, or similar fiduciary is appointed for such Party or substantially all of its assets and not vacated within sixty (60) days; (D) such Party is dissolved or adopts a plan of liquidation; or (E) such Party ceases carrying on business in the ordinary course in a manner that materially impairs its ability to perform hereunder.
3. Non-Payment. If Customer fails to pay any Fees when due under an Order Form, Service Provider may providenotice of such non-payment to Customer’s billing contact. If Customer fails to cure such non-payment within thirty (30) days following receipt of such notice, Service Provider may suspend the Services or terminate the applicable Order Form, in whole or in part.
4. Effect of Termination. Termination of this Agreement shall result in the termination of all then-active Order Forms as of the effective termination date, unless the Parties expressly agree otherwise in writing. Notwithstanding the foregoing, the expiration or termination of any Order Form shall not, by itself, terminate this Agreement. Upon termination of this Agreement or any Order Form: (a) all rights granted to the Customer (including, without limitation, the right to access and use the Services) under this Agreement or the applicable Order Form shall cease as of the effective date of termination; (b) Customer shall remain responsible for all fees and charges accrued through the effective termination date unless Customer terminates for cause as expressly allowed under this Agreement, in which case, the Service Provider shall refund to Customer the pro-rated amount of any prepaid fees or charges relating to any period following the effective termination date; and (c) each Party shall return or destroy the other Party’s Confidential Information in its possession or control, subject to permitted archival retention required by Applicable Law or internal compliance policies or Article VI hereof. The provisions of this Agreement and any Order Form that by their nature are intended to survive termination or expiration of this Agreement or such Order Form shall so survive and remain in full force and effect.
5. Access to Data Post Termination.Upon the expiration or termination of this Agreement or any Order Form, and solely upon the Customer’s reasonable written request prior to such expiration or termination, Service Provider shall use commercially reasonable efforts, during Business Hours and subject to the requirements set out in the DPA and Applicable Law, to make available to the Customer Customer Data then-stored in the Services (in the format that Service Provider generally makes available to its other customers) and other information on how Customer may self-export Customer Data. Access to Customer Data shall be provided, if at all, solely during a period of thirty (30) days following termination or expiration, after which the Service Provider shall have no further obligation to retain or make available such Customer Data, except as required by Applicable Law.
6. Force Majeure. Neither Party will be liable to the other Party for any failure or delay in performing its obligations under this Agreement or any Order Form (except for payment obligations for amounts accrued prior to the Force Majeure Event) to the extent caused by any event or circumstance beyond the affected Party’s reasonable control, including acts of God, fire, flood, earthquake, severe weather, epidemic or pandemic, war, terrorism, civil unrest, riots, strikes or other labor disputes, government action, embargoes or sanctions, failures or interruptions of telecommunications, internet or network providers, power or utility outages, failures of third-party hosting, data center, cloud infrastructure, software or platform providers (including third-party APIs) and related outages or degradation, security incidents such as denial-of-service attacks not caused by the affected Party, and unavailability, outages, interruptions, bugs, errors, defects or vulnerabilities in the Services or any third-party software or infrastructure to the extent arising from the foregoing events or circumstances (“Force Majeure Event”). The affected Party will provide prompt written notice of the Force Majeure Event and will use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable. For the duration of any Force Majeure Event that results in a suspension of the Services: (a) Customer's payment obligations shall be paused with respect to any fees attributable to the period during which the Services are suspended, and shall resume upon restoration of the Services; and (b) the then-current Order Form term shall be automatically extended by a period equal to the number of days for which the Services were suspended, at no additional charge to Customer. If a Force Majeure Event continues for a period of twenty (20) or more consecutive days, either Party may terminate the applicable Order Form(s) (or, if the Force Majeure Event affects all Services, this Agreement) upon written notice to the other Party, in which case Service Provider shall promptly refund to Customer any prepaid fees attributable to the period following the effective date of such termination.
Dispute Resolution
1. Dispute Resolution; Arbitration.Any dispute, claim or controversy arising out of or relating to this Agreement or any Order Form shall be determined by binding arbitration administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules and the Expedited Procedures thereunder, which Expedited Procedures shall apply to any dispute meeting the eligibility criteria set forth therein. The arbitration shall be conducted before one (1) arbitrator, and the seat and venue of the arbitration shall be New York, New York. Judgment on the award may be entered in any court of competent jurisdiction.
2. Injunctive Relief. Notwithstanding anything to the contrary contained in this Article XI, either Party shall be entitled to seek temporary or preliminary injunctive relief (without the requirement to post a bond, to the extent permitted by law) in the state or federal courts located in New York, New York. For purposes of this Section 11.02 and the enforcement of any arbitration award, each Party hereby submits to the jurisdiction of the state and federal courts located in New York, New York.
3. Survival; Severability.This Article XI shall remain in full force and effect notwithstanding any termination, cancellation, invalidity, unenforceability or unlawfulness of this Agreement, or any part thereof.
General
1. Electronic Communications and Notices. Customer agrees to receive all communications, agreements, and notices that Service Provider provides in connection with the Services (together, “Communications”), including, but not limited to, Communications related to our delivery of the Service via electronic means, including by e-mail, text, in-product notifications, or by posting them on the Service. Customer agrees that all Communications provided to it electronically satisfy all legal requirements that such Communications be in writing or be delivered in a particular manner. Customer further agrees to keep its account contact information current. All notices under this Agreement or any Order Form from Customer to Service Provider must be delivered by email to legal@sandstone.com. Notices will be deemed given when sent, if delivered by email and no bounce-back or other delivery failure notice is received.
2. Assignment. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.Except as expressly contemplated herein, neither Party shall be entitled to assign, or otherwise transfer any rights or obligations under, this Agreement or any Order Form without the other Party’s prior written consent (not to be unreasonably withheld, delayed or conditioned).Notwithstanding the foregoing, Service Provider may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
3. Severability. If any of the terms and conditions of this Agreement or any Order Form is held to be invalid, unlawful or unenforceable, the remaining terms and conditions shall continue to be valid and enforceable. If such any term or condition held to be invalid is capable of amendment to render it valid, the Parties agree to negotiate an amendment in good faith a lawful and enforceable provision without such invalidity that most closely reflects the Parties’ original intent.
4. Amendments; Waivers. No amendment, modification or waiver of the terms and conditions of this Agreement or any Order Form shall be valid unless effected in writing and signed by both Parties. No failure or delay on the part of either Party in exercising any right, power or privilege under this Agreement or any Order Form will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.Any waiver must be in writing and shall only apply in the specific instance and for the specific purpose given.
5. Governing Law. This Agreement and the Order Forms, and all disputes arising out of or relating thereto, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Subject to Article XI regarding dispute resolution, the Parties hereby consent and submit to the non-exclusive jurisdiction of the laws of the State of New York in any dispute arising from or in connection with this Agreement.
6. Entire Agreement.This Agreement, together with all referenced terms and all Order Forms, constitutes the entire agreement between the Parties relating to the subject matter hereof or thereof and supersedes all prior or contemporaneous agreements and understandings. Service Provider hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by Customer. Customer agrees that its purchase of the Services under this Agreement is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Service Provider regarding future functionality or features.
7. Relationship of Parties.The Parties warrant and acknowledge that the relationship between them is not in the nature of a partnership, agency, joint venture or employment, and that neither Party is in any manner entitled to make or enter into binding agreements of any nature on behalf of the other Party.
8. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns and any claims brought against Service Provider may only be brought by the Customer entity that executed the relevant Order Form. Nothing herein shall confer any rights or remedies upon any person or entity other than the Parties, except that the Customer Indemnitees and Service Provider Indemnitees (each as defined in Article VIII) are intended third-party beneficiaries solely with respect to the indemnification obligations set forth in Article VIII and shall be entitled to enforce such obligations directly with the Indemnifying Party.
9. Interpretation.In this Agreement, clause headings are for convenience and shall not be used in its interpretation. The terms of this Agreement having been negotiated, the rule of interpretation which prescribes that, in the event of ambiguity, a contract should be interpreted against the Party responsible for its drafting, shall not be applied in the interpretation of this Agreement.
10. Counterparts; Electronic Signatures.This Agreement and any Order Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. This Agreement and any Order Form may be executed using electronic signatures. Delivery of an executed counterpart of this Agreement (or any Order Form) by email in PDF format, or by other electronic means intended to preserve the original graphic and pictorial appearance of the signature, will be effective as delivery of a manually executed counterpart. The Parties agree that electronic signatures are intended to bind the Parties to the same extent as handwritten signatures, and that this Section is intended to satisfy the requirements of the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the New York Electronic Signatures and Records Act (ESRA).

MASTER SERVICES AGREEMENT

Scope of Agreement and Delivery of Services

Right to Use the Services. During the subscription term to the Services set out in the applicable Order Form and subject to the terms and conditions of this Agreement, Service Provider shall make available to Customer the Services set forth in such Order Form. Service Provider agrees to provide, oversee, and manage the Services pursuant to the terms of this Agreement and the applicable Order Form. Service Provider shall be responsible for all personnel and other resources reasonably necessary to perform the Services.
Order Forms. In the event of any express and direct conflict between the terms of this Agreement and the terms of any Order Form, the terms of the applicable Order Form will prevail to the extent of such conflict and solely with respect to the subject matter of such Order Form. The Parties may agree to amend the terms of this Agreement pursuant to an Order Form; provided, that any such amendments shall: (a) be expressly stated under that Order Form; (b) not apply to any other Order Form unless specifically and expressly stated therein; and (c) not otherwise amend any terms of this Agreement except in relation to such amended Order Form.
Support. Service Provider shall provide technical support for the Services in accordance with its then-current support policy, which shall include at minimum email-based support during normal business hours (meaning 9:00 AM to 5:00 PM Pacific Time, Monday through Friday, excluding U.S. federal public holidays) ("Business Hours"). For Customer convenience, Service Provider also offers on-demand agentic-based support twenty four (24) hours a day, seven (7) days a week.
Service Changes. Service Provider may, in its discretion, modify, update, enhance, or otherwise change the Services from time to time, including by adding, removing, or modifying features or functionality. Service Provider will use commercially reasonable efforts to avoid material disruption to the Services and will not materially reduce the overall functionality of the Services as generally made available to similarly situated customers; provided, that Service Provider shall provide reasonable advancenotice for any material interruptions to the provision of the Services. Service Provider may implement any changes required to comply with Applicable Law. For the purposes of this Agreement, “Applicable Laws” means the following to the extent it applies to a Party (including, as applicable, Affiliates (defined below) and sub-contractors of a Party), or the Services (including the performance, delivery, receipt or use of the Services, as applicable and wherever occurring): (a) any statute, regulation, notice, policy, directive, ruling or subordinate legislation (including treaties, multinational conventions and the like having the force of law); (b) common law; (c) any binding court order, judgment or ruling; or (d) any applicable industry code, policy or standard enforceable by law.

Fees; Payment Terms

Fees. The fees relating to any Services shall be detailed in the applicable Order Form (“Fees”). If Customer’s actual usage of the Services during the relevant subscription term exceeds the allowance or scope stated in the Order Form (“Overage”), Customer will be invoiced for the Overage, prorated, based on the Fee set out in the then-current Order Form (or then-current pricing if not set out in such Order Form). Customer may elect to upgrade its Service package, add other then-available add-ons, or increase the scope of its subscription to add additional Users (as defined below) at the then-current rates (together, “Upgrade Fee”). Upgrade Fees will be prorated from the upgrade date and Customer will be invoiced thereafter. Following the end of the then-current annual period of a subscription term, any recurring Overage Fees or Upgrade Fees will be added to the then-current annual subscription fee for the applicable Services and Customer will be billed accordingly.
Payment Terms. Invoices shall be rendered and payment shall be made in accordance with the applicable Order Form. All fees payable under this Agreement shall be in United States Dollars unless otherwise specified in an Order Form. If no payment terms are specified in the Order Form, all amounts due under an invoice shall be due and payable within thirty (30) days of the invoice date. Fees are non-refundable and non-cancelable unless expressly agreed otherwise under this Agreement. Notwithstanding the foregoing, if Service Provider terminates this Agreement or any Order Form other than due to Customer’s material uncured breach, Service Provider will refund to Customer any prepaid fees attributable to the unused portion of the then-current subscription term from the effective date of termination.
Taxes.Fees are exclusive of all taxes, duties, levies, and similar assessments. Customer shall pay all applicable sales, use, value-added, goods and services, withholding, and other taxes and duties (excluding taxes based on Service Provider's net income) arising from or relating to this Agreement or any Order Form. If Customer is required by law to withhold any taxes from payments due, Customer shall gross up such payments so that Service Provider receives the full amount invoiced.
Late Payments. Any amounts not paid when due may, at the Service Provider’s option, accrue interest from the due date until paid at the rate of the lesser of (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted by Applicable Law (defined as follows).Customer shall be responsible for all reasonable and documented costs incurred by Service Provider in connection with the collection of overdue amounts, including, but not limited to, reasonable attorneys’ fees, court costs, and collection agency fees, to the extent permitted by Applicable Law.

Obligations of the Customer

Customer shall satisfy any responsibilities expressly assigned to it in an Order Form. Customer shall be solely responsible for all access to and use of the Services by any individual or entity that accesses or uses the Services directly or indirectly through the Customer’s account, environment, systems, or credentials (including, but not limited to, Customer’s employees, contractors, agents and representatives) (each, a “User”), whether or not authorized by the Customer.The Customer shall promptly provide written notice to the Service Provider of any actual or suspected unauthorized access to or use of the Services.Any breach by a User of this Agreement or any Order Form shall be deemed to be a breach by the Customer.
Prohibited Conduct.Except as expressly permitted in writing by Service Provider, Customer will not, and will not permit any User or third party to: (a) reverse engineer, decompile, disassemble, decrypt, decode or otherwise attempt to derive or access the Services or any Service Provider technology (including source code, non-public APIs, models, prompts and underlying structure); (b) copy, modify, translate, adapt or create derivative works of the Services (other than permitted copying of outputs) or remove or alter proprietary notices; (c) sell, resell, rent, lease, sublicense, transfer, distribute, time-share, service bureau or otherwise make the Services available to any third party; (d) use the Services to develop, train, benchmark, test or support, or assist any third party in developing, training, benchmarking, testing or supporting, any competing product or service, or for competitive analysis; (e) crawl, scrape, spider, harvest or otherwise extract data, content or outputs via automated means; (f) bypass or interfere with authentication, access controls, rate limits, usage limits, security features or other protective measures; (g) introduce malware or other harmful code or take any action that could damage, disrupt, overburden or impair the Services or the Service Provider’s systems; (h) use the Services in violation of Applicable Law or to infringe, misappropriate or otherwise violate any rights of any person or for unlawful, deceptive or harmful purposes; (i) attempt to gain unauthorized access to the Services, other customers’ accounts or the Service Provider’s systems or networks; (j) store, transmit or process regulated or otherwise sensitive data (including regulated health data, payment card data or government-issued identifiers); or (k) materially violate Service Provider's Terms of Use or Terms of Service currently available at https://sandstone.ai/legal-center (or such successor URL as Service Provider may designate), which Service Provider may update from time to time upon reasonable notice. Customer’s obligations in this Article III shall be considered material terms of this Agreement, and any breach thereof shall be deemed a material breach of this Agreement. Service Provider’s non-performance of any of its obligations under an Order Form (other than in respect of any obligations relating to confidentiality, Intellectual Property (as defined below), data protection and any related clauses) shall be excused where such failure to perform is directly caused by Customer’s failure to perform an express material obligation of the Customer under this Agreement.
Credentials. Customer is responsible for maintaining the confidentiality and security of all usernames, passwords, API keys, tokens, access links and other credentials (collectively, “Credentials”). Customer shall not, and shall ensure that Users do not, share any Credentials between individuals or with any third party, except as expressly authorized in writing by Service Provider. Service Provider may require the Customer or Users to implement reasonable security measures (including, but not limited to, multi-factor authentication) as a condition of continued access.
Monitoring. Service Provider may monitor use of the Services for compliance and security purposes. Service Provider may, without liability, suspend or restrict access to the Services, throttle usage, remove or disable Customer Data or content and require corrective actions, in each case immediately and without notice to the extent reasonably necessary to protect the Services, Service Provider, Customer, Service Provider’s other customers or third parties or to address a suspected breach or security incident.Service Provider will use reasonable efforts to restore access after the basis for such action is resolved.

Intellectual Property Rights

Definition.For purposes of this Agreement, “Intellectual Property” means any technology and intellectual property, including, but not limited to, inventions (whether patentable or not), patents and patent applications, copyrights and copyrightable works (including software and documentation), trademarks, service marks, trade dress, trade names, domain names, trade secrets, know-how, confidential and proprietary information, mask works, moral rights and all other similar proprietary rights, and all registrations, applications, renewals and extensions of any of the foregoing, in each case, throughout the world.
Customer IP.Customer shall retain all right, title and interest in and to all Intellectual Property owned or controlled by Customer as of the Effective Date or developed independently of the Services, and all Intellectual Property relating to Customer Data (as defined below) or other materials provided by or on behalf of Customer in connection with the Services (collectively, “Customer Intellectual Property”).
Service Provider IP. Service Provider shall retain all right, title and interest in and to (a) all pre-existing Intellectual Property owned or controlled by Service Provider or its Affiliates as of the Effective Date or developed independently of the Services, including but not limited to any platform, application, software, APIs, models, algorithms, templates, configurations, workflows, user interface designs, documentation, methodologies, tools, utilities and know-how used in connection with the Services (collectively, “Service Provider Intellectual Property”), and (b) all improvements, enhancements, updates, modifications, derivatives and other developments of or to the Service Provider Intellectual Property, whether made before, during, or after the Term (as defined below). For the purposes of this Agreement, “Affiliate” means, with respect to a Party, any other person or entity which directly or indirectly Controls, is Controlled by, or is under common Control with such Party. “Control” means the ability, by virtue of ownership, right of appointment, right to control election or appointment, voting rights, the ability to control the exercise of voting rights, management agreement, or agreement of any kind, to control or direct, directly or indirectly, the board or executive body or decision-making process or management of such entity.
License. Customer hereby grants to Service Provider, as of the Effective Date and for the Term, a non-exclusive, non-transferable, non-sublicensable (except to authorized subcontractors), fully paid-up, royalty-free license to use, copy, reproduce, modify, enhance, and create derivative works of Customer Intellectual Property, solely to the extent reasonably necessary to perform the Services for the benefit of Customer. Service Provider shall cease use of all Customer Intellectual Property upon the earlier of the date on which: (i) all Services are completed; or (ii) this Agreement and all Order Forms are terminated in accordance with the terms hereof.
Feedback. If Customer provides any suggestions, ideas, enhancement requests, or other feedback regarding the Services (“Feedback”), Customer hereby grants Service Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, copy, modify, create derivative works of, and otherwise exploit such Feedback for any purpose without attribution or compensation to Customer.
Developed IP.Except to the extent the Parties expressly agree in a signed writing that specifically identifies a deliverable to be owned by Customer and specifically describes the scope of such ownership grant, Customer acknowledges and agrees that (a) all Intellectual Property developed, created, configured, adapted, or modified by or on behalf of Service Provider in connection with the Services, the platform, or any deliverables (including any enhancements, improvements, derivatives, or modifications of Service Provider Intellectual Property) shall be and remain Service Provider Intellectual Property, and (b) no ownership rights in any Service Provider Intellectual Property are transferred to Customer under this Agreement.
Aggregated Data. Notwithstanding anything to the contrary, Service Provider may collect, use, and disclose aggregated, anonymized, or de-identified data derived from Customer Data or Customer's use of the Services for any lawful business purpose, including, but not limited to, product improvement, benchmarking, and analytics, provided that such data does not identify Customer or any individual. Service Provider retains all rights to any aggregated, anonymized, or de-identified data derived from Customer's use of the Services. Notwithstanding the foregoing or anything else in this Agreement, Service Provider shall not use any Customer Data (including, without limitation, Customer prompts, queries, inputs, outputs, documents, or legal playbooks) to train, fine-tune, develop, benchmark, or otherwise improve any artificial intelligence or machine learning models, whether belonging to Service Provider or any third party, except in connection with performance of the Services to Customer, including workspace self-learning capabilities and internal analytics.

Mutual Confidentiality Obligations

Definitions.“Confidential Information” means any information or data of any nature, tangible or intangible, oral or in writing and in any format or medium, disclosed by or on behalf of a Party (in such capacity, “Disclosing Party”) to the other Party (in such capacity, “Receiving Party”) that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business, technical and financial information, product plans, pricing, security information, source code, software, algorithms, models, documentation, architecture, designs, strategies, designs, drawings, methodologies, formulae, processes, know-how, trade secrets and information concerning Disclosing Party’s customers, suppliers, or personnel.
Confidentiality.Receiving Party shall: (a) use the Disclosing Party’s Confidential Information solely to perform its obligations and exercise its rights under this Agreement, (b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but no less than reasonable care and, (c) not disclose the Confidential Information except to its employees, contractors, Affiliates, and professional advisors who have a need to know for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. Receiving Party is responsible for any breach of this Article V by its representatives.
Exclusions.Confidential Information excludes information or data which: (a) is lawfully in the public domain at the time of disclosure thereof to Receiving Party; (b) subsequently becomes lawfully part of the public domain by publication or otherwise; (c) is or becomes available to Receiving Party from a source other than the Disclosing Party which is lawfully entitled without any restriction on disclosure to disclose such Confidential Information to Receiving Party; or (d) is disclosed pursuant to a requirement or request by operation of law, regulation or court order but then only to the extent so disclosed and then only in the specific instance and under the specific circumstances in which it is obliged to be disclosed. In such case, Receiving Party will: (i) advise the Disclosing Party thereof prior to disclosure, if possible; (ii) take such steps to limit the extent of the disclosure to the extent that it lawfully and reasonably practically can; (iii) afford the Disclosing Party a reasonable opportunity, if possible, to intervene in the proceedings; and (iv) comply with Disclosing Party’s requests as to the manner and terms of any such disclosure.
Return; Destruction.Upon written request of Disclosing Party, Receiving Party will, within a reasonable time, return or destroy Disclosing Party’s Confidential Information in its possession or control, except that the Receiving Party may retain copies as required to comply with Applicable Law or pursuant to its reasonable backup, archival and recordkeeping policies, provided that any retained Confidential Information remains subject to this Agreement.
Remedies.Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an insufficient remedy.The Parties agree that any breach of the confidentiality provisions in this Agreement shall be deemed a material breach of this Agreement. Disclosing Party may seek injunctive or equitable relief (without the requirement to post a bond, to the extent permitted by law) in addition to any other remedies available at law or in equity.
Publicity. Notwithstanding the foregoing, Customer agrees that Service Provider may identify Customer as a customer and use Customer's name, logo, and trademarks on Service Provider's website, in customer lists, and in marketing materials. Service Provider’s use of Customer’s name and logo will be in accordance with any Customer supplied guidelines. Upon Customer’s written request, Service Provider will remove Customer’s name or any Customer marks from its website, and to the extent feasible, any marketing materials. Customer owns and retains all rights in and to its name, logo, and other trademarks.

Data Processing & Backup

Customer Data.Service Provider acknowledges that in providing the Services to the Customer, Service Provider may access, receive, store, process or otherwise be exposed to data supplied, stored, collected, collated, accessed or processed by or for the benefit of the Customer, including, but not limited, personal information and information relating to Customer provided by or on behalf of Customer (collectively, “Customer Data”).The Parties agree that all Customer Data shall constitute Confidential Information and will be treated as such in accordance with the terms of this Agreement.
Data Processing. To the extent Service Provider processes Personal Data (as such term is defined in Service Provider’s Data Processing Agreement (“DPA”)) on behalf of Customer in connection with the Services, the terms of Service Provider’s DPA shall apply to the Customer Data within scope of the DPA. The DPA is currently available at https://sandstone.ai/data-processing-agreement (or such successor URL as Service Provider may designate) and is hereby incorporated herein by reference. In the event of a conflict between this Agreement and the DPA with respect to the processing of Personal Data, the DPA shall control.

Mutual Representations & Warranties

Service Provider Authority. Service Provider represents and warrants to Customer as of the Effective Date that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) the execution, delivery, and performance of this Agreement and each Order Form by Service Provider have been duly authorized, and this Agreement and each Order Form constitute valid and binding obligations of Service Provider, enforceable against Service Provider in accordance with their terms (subject to applicable bankruptcy, insolvency, and similar laws and general principles of equity); and (c) it will maintain all licenses, permits, certificates, consents and approvals required under Applicable Laws to provide the Services.
Customer Authority.Customer represents and warrants to Service Provider as of the Effective Date that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) the execution, delivery, and performance of this Agreement and each Order Form by the Customer have been duly authorized, and this Agreement and each Order Form constitute valid and binding obligations of Customer, enforceable against Customer in accordance with their terms (subject to applicable bankruptcy, insolvency, and similar laws and general principles of equity); (c) it will use the Services in compliance with all Applicable Laws; (d) it has all rights necessary to provide Customer Data to Service Provider and to grant the licenses set forth herein, and Customer Data and all materials provided by Customer do not and will not infringe, misappropriate, or otherwise violate any third party's Intellectual Property or other proprietary rights.

Indemnification Against Third-Party Claims

Protection of Customer From Third-Party Claims.
1. In addition to and without limitingany rights of Customer, Service Provider shall indemnify, defend, and hold harmless the Customer and its officers, directors, personnel, agents, successors and assigns (collectively, “Customer Indemnitees”) from and against any and all losses, liabilities, costs, expenses, fines, penalties, damages, judgments, awards, costs and expenses (including, without limitation, reasonable and documented legal and other advisor fees, tracing and collection charges, costs of any investigation, interest and penalties) (together, “Losses”) arising out of any Claim (as defined below) alleging that the Services, as provided by Service Provider and used by Customer in accordance with this Agreement, infringe or misappropriate any third-party’s Intellectual Property. Service Provider shall control the defense and settlement of any such Claim; provided, that: (a) Customer may participate in the defense at its own expense with counsel of its choosing; and (b) Service Provider will not settle any such Claim in a manner that imposes any liability or obligation on, or admits fault by, any Customer Indemnitee without the Customer’s prior written consent (not to be unreasonably withheld or delayed).
2. Service Provider obligations under this Section 8.01 shall be comparatively reduced or limited to the extent a Claim arises from or relates to: (a) any modification of the Services by Customer or any third-party not authorized by Service Provider; (b) the combination, operation, or use of the Services with any software, hardware, data, content, or other materials not provided by Service Provider, where the Services alone would not be infringing; (c) Customer's use of the Services after Service Provider has notified Customer to discontinue such use due to an infringement concern; (d) Customer's failure to use updates, corrections, or modifications to the Services made available by Service Provider that would have avoided the infringement; (e) any Customer Data or Customer Intellectual Property; (f) Services provided in compliance with Customer's specifications, designs, or instructions to the extent such specifications, designs, or instructions caused the infringement; or (g) any use of the Services in breach of this Agreement, any Service Provider policies or terms of use in effect, or the applicable Order Form.
3. If any Claim subject to this Section 8.01 is made or, in Service Provider's reasonable judgment, is likely to be made, Service Provider may, at its sole option and expense: (a) procure for Customer the right to continue using the allegedly infringing Services; (b) modify or replace the allegedly infringing Services (or portion thereof) with a non-infringing alternative that is functionally equivalent in all material respects; or (c) if neither (a) nor (b) is commercially practicable in Service Provider’s discretion, terminate the applicable Order Form (or the affected portion thereof) and refund to Customer any prepaid fees for the terminated Services attributable to the period following the effective date of such termination.
4. This Section 8.01 states Service Provider's sole obligation and Customer's exclusive remedy with respect to any Claim that the Services infringe or misappropriate any third-party's Intellectual Property rights.
5. In addition to the foregoing, Service Provider shall indemnify, defend, and hold harmless the Customer Indemnitees from and against any and all Losses arising out of any Claim to the extent caused by or resulting from Service Provider's violation of Applicable Law in connection with the provision of the Services under this Agreement or any Order Form; provided, that Service Provider shall have no obligation under this Section to the extent such Claim arises from: (i) Customer Data, Customer Intellectual Property, or Customer's instructions, specifications, or directions to the extent such data, Intellectual Property, or instructions caused or contributed to the violation; (ii) Customer's use of the Services in breach of this Agreement or any applicable Order Form; or (iii) Customer's failure to comply with Applicable Law. The indemnification procedures set forth in Section 9.03 shall apply to any Claim subject to indemnification under this Section.
Protection of Service Provider from Third-Party Claims.In addition to and without limiting any other obligations of the Customer under this Agreement, Customer shall indemnify, defend and hold harmless the Service Provider, its Affiliates and their respective officers, directors, personnel, agents, successors and assigns (collectively,“Service Provider Indemnitees”) from and against any and all Losses arising out of any Claim, to the extent caused by: (a) any access to or use of the Services by or on behalf of the Customer or any User in breach of this Agreement or any applicable Order Form, including without limitation, any misuse of the Services; (b) Customer’s or any User’s violation of any Applicable Law in connection with the Services or the Customer’s use thereof; (c) Customer’s or any User’s breach of any restrictive covenant, acceptable use restriction or other prohibition under this Agreement (including any prohibited conduct provisions); (d) Customer Data or any other data, content, or materials provided by or on behalf of Customer, including, without limitation, any Claim that Customer Data infringes, misappropriates, or otherwise violates any third-party's Intellectual Property or other proprietary rights; (e) any products, services, or content of Customer or any third party used in connection with the Services; or (f) any Claim by a third party arising out of or relating to Customer's provision of services or products to such third party.
Indemnification Procedures. The indemnification obligations under this Article VIII are conditioned upon the Customer Indemnitees or Service Provider Indemnitees, as applicable, (“Indemnified Party”): (a) providing prompt written notice of the Claim to the indemnifying party (“Indemnifying Party”) (provided that failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced by such failure); (b) granting the Indemnifying Party sole control of the defense and settlement of the Claim (provided that the Indemnifying Party shall not settle any Claim in a manner that imposes any liability, obligation, or admission of fault on the Indemnified Party without the Indemnified Party's prior written consent, not to be unreasonably withheld); and (c) providing reasonable cooperation to the Indemnifying Party, at the Indemnifying Party's expense, in connection with the defense and settlement of the Claim. The Indemnified Party may participate in the defense at its own expense with counsel of its choosing but shall not settle or compromise any Claim without the Indemnifying Party's prior written consent.
Notwithstanding anything to the contrary in this Article VIII, neither Party’s aggregate liability for indemnification obligations under this Article VIII shall exceed three times (3x) the fees paid or payable by Customer in the twelve (12) months preceding the Claim (“Indemnification Cap”).

Disclaimer and Limitation of Liability

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
Waiver; Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS AND DIRECTORS BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS AND DIRECTORS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES OF ANY KIND OF NATURE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR LOSS OR CORRUPTION OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE ORDER FORMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.EXCEPT FOR EXCLUDED CLAIMS AND THE CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY’S TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ANY DISPUTES OR OTHER CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE ORDER FORMS SHALL EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THIS AGREEMENT AND THE ORDER FORMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PARTIES AGREE THAT THE FOREGOING LIMIT APPLIES TO ALL CLAIMS, EVEN IF A PARTY BRINGS MULTIPLE CLAIMS AGAINST THE OTHER PARTY.
Defined Terms.For purposes of this Agreement, (i) “Claims” means a claim, action, demand, suit or proceeding, in whatever jurisdiction and forum brought by a third-party; and (ii) “Excluded Claims” means any Claims for Losses arising out of or relating to: (a) either Party’s fraud or willful misconduct; (b) either Party’s infringement or misappropriation of the other Party’s Intellectual Property; and (c) the amounts incurred by a Party when acting as the Indemnifying Party either Party’s indemnification obligations under this Agreement.

Term; Termination

Term.This Agreement shall commence on the Effective Date and shall continue in effect thereafter unless and until terminated in accordance with this Agreement (the “Term”).Unless otherwise specified in an Order Form, each Order Form shall automatically renew for successive periods equal to the initial term (each, a “Renewal Term”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Fees for any Renewal Term, and any fee increase notice requirements, shall be as specified in the applicable Order Form.
Termination for Cause.Either Party may terminate this Agreement or any affected Order Form:
1. upon written notice to the other Party if the other Party materially breaches this Agreement or such Order Form and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail; provided, that Service Provider may terminate this Agreement or the applicable Order Form immediately upon written notice if the Customer breaches any obligation set forth in Section 4.02above;
2. upon written notice to the other Party if: (i) a Default Event (defined below) occurs in respect of the other Party; or (ii) the other Party materially fails to comply with Applicable Law in a manner that adversely affects such Party’s ability to perform its obligations under this Agreement. “Default Event” means, with respect to a Party: (A) such Party becomes insolvent or unable to pay its debts as they become due; (B) a voluntary or involuntary bankruptcy, insolvency, or reorganization petition is filed by or against such Party and not dismissed within sixty (60) days; (C) a receiver, trustee, or similar fiduciary is appointed for such Party or substantially all of its assets and not vacated within sixty (60) days; (D) such Party is dissolved or adopts a plan of liquidation; or (E) such Party ceases carrying on business in the ordinary course in a manner that materially impairs its ability to perform hereunder.
Non-Payment. If Customer fails to pay any Fees when due under an Order Form, Service Provider may providenotice of such non-payment to Customer’s billing contact. If Customer fails to cure such non-payment within thirty (30) days following receipt of such notice, Service Provider may suspend the Services or terminate the applicable Order Form, in whole or in part.
Effect of Termination. Termination of this Agreement shall result in the termination of all then-active Order Forms as of the effective termination date, unless the Parties expressly agree otherwise in writing. Notwithstanding the foregoing, the expiration or termination of any Order Form shall not, by itself, terminate this Agreement. Upon termination of this Agreement or any Order Form: (a) all rights granted to the Customer (including, without limitation, the right to access and use the Services) under this Agreement or the applicable Order Form shall cease as of the effective date of termination; (b) Customer shall remain responsible for all fees and charges accrued through the effective termination date unless Customer terminates for cause as expressly allowed under this Agreement, in which case, the Service Provider shall refund to Customer the pro-rated amount of any prepaid fees or charges relating to any period following the effective termination date; and (c) each Party shall return or destroy the other Party’s Confidential Information in its possession or control, subject to permitted archival retention required by Applicable Law or internal compliance policies or Article VI hereof. The provisions of this Agreement and any Order Form that by their nature are intended to survive termination or expiration of this Agreement or such Order Form shall so survive and remain in full force and effect.
Access to Data Post Termination.Upon the expiration or termination of this Agreement or any Order Form, and solely upon the Customer’s reasonable written request prior to such expiration or termination, Service Provider shall use commercially reasonable efforts, during Business Hours and subject to the requirements set out in the DPA and Applicable Law, to make available to the Customer Customer Data then-stored in the Services (in the format that Service Provider generally makes available to its other customers) and other information on how Customer may self-export Customer Data. Access to Customer Data shall be provided, if at all, solely during a period of thirty (30) days following termination or expiration, after which the Service Provider shall have no further obligation to retain or make available such Customer Data, except as required by Applicable Law.
Force Majeure. Neither Party will be liable to the other Party for any failure or delay in performing its obligations under this Agreement or any Order Form (except for payment obligations for amounts accrued prior to the Force Majeure Event) to the extent caused by any event or circumstance beyond the affected Party’s reasonable control, including acts of God, fire, flood, earthquake, severe weather, epidemic or pandemic, war, terrorism, civil unrest, riots, strikes or other labor disputes, government action, embargoes or sanctions, failures or interruptions of telecommunications, internet or network providers, power or utility outages, failures of third-party hosting, data center, cloud infrastructure, software or platform providers (including third-party APIs) and related outages or degradation, security incidents such as denial-of-service attacks not caused by the affected Party, and unavailability, outages, interruptions, bugs, errors, defects or vulnerabilities in the Services or any third-party software or infrastructure to the extent arising from the foregoing events or circumstances (“Force Majeure Event”). The affected Party will provide prompt written notice of the Force Majeure Event and will use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable. For the duration of any Force Majeure Event that results in a suspension of the Services: (a) Customer's payment obligations shall be paused with respect to any fees attributable to the period during which the Services are suspended, and shall resume upon restoration of the Services; and (b) the then-current Order Form term shall be automatically extended by a period equal to the number of days for which the Services were suspended, at no additional charge to Customer. If a Force Majeure Event continues for a period of twenty (20) or more consecutive days, either Party may terminate the applicable Order Form(s) (or, if the Force Majeure Event affects all Services, this Agreement) upon written notice to the other Party, in which case Service Provider shall promptly refund to Customer any prepaid fees attributable to the period following the effective date of such termination.

Dispute Resolution

Dispute Resolution; Arbitration.Any dispute, claim or controversy arising out of or relating to this Agreement or any Order Form shall be determined by binding arbitration administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules and the Expedited Procedures thereunder, which Expedited Procedures shall apply to any dispute meeting the eligibility criteria set forth therein. The arbitration shall be conducted before one (1) arbitrator, and the seat and venue of the arbitration shall be New York, New York. Judgment on the award may be entered in any court of competent jurisdiction.
Injunctive Relief. Notwithstanding anything to the contrary contained in this Article XI, either Party shall be entitled to seek temporary or preliminary injunctive relief (without the requirement to post a bond, to the extent permitted by law) in the state or federal courts located in New York, New York. For purposes of this Section 11.02 and the enforcement of any arbitration award, each Party hereby submits to the jurisdiction of the state and federal courts located in New York, New York.
Survival; Severability.This Article XI shall remain in full force and effect notwithstanding any termination, cancellation, invalidity, unenforceability or unlawfulness of this Agreement, or any part thereof.

General

Electronic Communications and Notices. Customer agrees to receive all communications, agreements, and notices that Service Provider provides in connection with the Services (together, “Communications”), including, but not limited to, Communications related to our delivery of the Service via electronic means, including by e-mail, text, in-product notifications, or by posting them on the Service. Customer agrees that all Communications provided to it electronically satisfy all legal requirements that such Communications be in writing or be delivered in a particular manner. Customer further agrees to keep its account contact information current. All notices under this Agreement or any Order Form from Customer to Service Provider must be delivered by email to legal@sandstone.com. Notices will be deemed given when sent, if delivered by email and no bounce-back or other delivery failure notice is received.
Assignment. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.Except as expressly contemplated herein, neither Party shall be entitled to assign, or otherwise transfer any rights or obligations under, this Agreement or any Order Form without the other Party’s prior written consent (not to be unreasonably withheld, delayed or conditioned).Notwithstanding the foregoing, Service Provider may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Severability. If any of the terms and conditions of this Agreement or any Order Form is held to be invalid, unlawful or unenforceable, the remaining terms and conditions shall continue to be valid and enforceable. If such any term or condition held to be invalid is capable of amendment to render it valid, the Parties agree to negotiate an amendment in good faith a lawful and enforceable provision without such invalidity that most closely reflects the Parties’ original intent.
Amendments; Waivers. No amendment, modification or waiver of the terms and conditions of this Agreement or any Order Form shall be valid unless effected in writing and signed by both Parties. No failure or delay on the part of either Party in exercising any right, power or privilege under this Agreement or any Order Form will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.Any waiver must be in writing and shall only apply in the specific instance and for the specific purpose given.
Governing Law. This Agreement and the Order Forms, and all disputes arising out of or relating thereto, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Subject to Article XI regarding dispute resolution, the Parties hereby consent and submit to the non-exclusive jurisdiction of the laws of the State of New York in any dispute arising from or in connection with this Agreement.
Entire Agreement.This Agreement, together with all referenced terms and all Order Forms, constitutes the entire agreement between the Parties relating to the subject matter hereof or thereof and supersedes all prior or contemporaneous agreements and understandings. Service Provider hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by Customer. Customer agrees that its purchase of the Services under this Agreement is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Service Provider regarding future functionality or features.
Relationship of Parties.The Parties warrant and acknowledge that the relationship between them is not in the nature of a partnership, agency, joint venture or employment, and that neither Party is in any manner entitled to make or enter into binding agreements of any nature on behalf of the other Party.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns and any claims brought against Service Provider may only be brought by the Customer entity that executed the relevant Order Form. Nothing herein shall confer any rights or remedies upon any person or entity other than the Parties, except that the Customer Indemnitees and Service Provider Indemnitees (each as defined in Article VIII) are intended third-party beneficiaries solely with respect to the indemnification obligations set forth in Article VIII and shall be entitled to enforce such obligations directly with the Indemnifying Party.
Interpretation.In this Agreement, clause headings are for convenience and shall not be used in its interpretation. The terms of this Agreement having been negotiated, the rule of interpretation which prescribes that, in the event of ambiguity, a contract should be interpreted against the Party responsible for its drafting, shall not be applied in the interpretation of this Agreement.
Counterparts; Electronic Signatures.This Agreement and any Order Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. This Agreement and any Order Form may be executed using electronic signatures. Delivery of an executed counterpart of this Agreement (or any Order Form) by email in PDF format, or by other electronic means intended to preserve the original graphic and pictorial appearance of the signature, will be effective as delivery of a manually executed counterpart. The Parties agree that electronic signatures are intended to bind the Parties to the same extent as handwritten signatures, and that this Section is intended to satisfy the requirements of the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the New York Electronic Signatures and Records Act (ESRA).

Master Services Agreement

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MASTER SERVICES AGREEMENT

Unlock your
AI-native
legal department.

Master Services Agreement

Download Document

MASTER SERVICES AGREEMENT

Unlock your
AI-native
legal department.

Master Services Agreement

Download Document

MASTER SERVICES AGREEMENT

Unlock yourAI-nativelegal department.

Master Services Agreement

Download Document

MASTER SERVICES AGREEMENT

Unlock yourAI-nativelegal department.

Unlock your
AI-native
legal department.

Unlock your
AI-native
legal department.