Legal Documents

This SOFTWARE AS A SERVICE AGREEMENT ("Contract") is entered into as of the Effective Date by and between you (the "Client") and The Service Provider OrganicStack, a Texas company located at 6387 Camp Bowie Blvd STE B 171, Fort Worth TX 76126 ("The Service Provider"). The Service Provider and Client are collectively referred to as the "Stakeholders" or individually as an "Entity."

1. Definitions

• Affiliate: An "Affiliate" of an Entity refers to any entity that, directly or indirectly, controls, is controlled by, or is under common control with that Entity. Control means the direct or indirect ownership of more than 50% of the voting interests of such an entity.
• Use Policy: The Use Policy available at /terms, which may be updated from time to time.
• Beta Software Releases: Features and functionalities of the Software Releases that are made available to Client to try that may or may not have additional costs, designated as beta, pilot, limited release, non-production, early access, evaluation, labs, or similar descriptions.
• Confidential Information: All confidential and proprietary information disclosed by an Entity ("Disclosing Entity") to the other Entity ("Receiving Entity"), whether orally or in writing, and marked or designated as confidential at the time of disclosure, or that a reasonable person would consider confidential given the nature of the information and circumstances. The Service Provider's Confidential Information includes The Service Provider Property and the terms of this Contract and all Order Forms. Client's Confidential Information includes Client Property. Confidential Information does not include information that the Receiving Entity can demonstrate: (i) is or becomes publicly known without breach of any obligation; (ii) was known by the Receiving Entity prior to disclosure; (iii) was independently developed by the Receiving Entity without reference to any Confidential Information; or (iv) is obtained from a third party without breach of any obligation.
• Client Property: Includes (i) the Input, (ii) the Output, and (iii) any content (such as text, images, illustrations, charts, tables) and any Client or User Personal Data provided by Client to The Service Provider through the Service or via integration with a Third-Entity Product.
• Documentation: All instructional materials provided by The Service Provider regarding the use of the Software Solutions.
• Effective Date: The date specified in the applicable Order Form signed by Client and The Service Provider.
• Input: Information that Client or its Users input via prompts into the Software Solutions, which Client owns or has the right to use. Input does not include The Service Provider Property.
• The Service Provider Property: Refers to (i) the Software Solutions, (ii) the Documentation, and (iii) all content, materials, and software provided by The Service Provider in connection with the Software Solutions. The Service Provider Property does not include the Output.
• Order Form: A document for ordering Software Solutions from The Service Provider, executed by the Stakeholders, referencing this Contract.
• Output: The results generated by the Software Solutions based on the Input provided by the User. Output does not include The Service Provider Property.
• Personal Data: Any information relating to an identifiable individual that can be linked, directly or indirectly, with that individual.
• Processing/to Process/Processed: Any operation performed on Personal Data, such as collection, recording, organization, storage, adaptation, retrieval, consultation, use, disclosure, or destruction.
• Software Solutions: The software services and platform provided by The Service Provider, including (i) web and user interfaces, applications, and software, and (ii) any modifications, updates, enhancements, and upgrades.
• Subscription Term: The subscription period set forth in the applicable Order Form during which The Service Provider provides the Software Solutions to Client.
• Third-Entity Products: Third-party applications, systems, or services used by Client that are not supplied or controlled by The Service Provider but are designed to interoperate with the Software Solutions.
• Users: Individuals authorized to access Client's account on the Software Solutions.

2. Software Solutions

Provision of Software Solutions

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

Order Forms

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

Platform Guidelines

Client acknowledges and agrees to comply with the platform guidelines available at /terms, which are incorporated by reference.

3. Fees and Payment

Fees

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

Invoices and Payment

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

Taxes

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

4. Intellectual Property Ownership

Client Property

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

The Service Provider Property

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

Licenses to The Service Provider

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

Feedback

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

5. Data Usage

Non-Training of Models

The Service Provider will not use Client Property to train AI models used by the Service.

System Performance

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

6. Data Privacy and Security

• Information Security Requirements: The Service Provider will maintain an information security program to protect the Software Solutions and Client Property against unauthorized access, loss, or disclosure. The program will include risk assessment and regular testing.
• Hosting and Processing: Unless otherwise agreed, Client Property may be hosted by The Service Provider or its Affiliates, or their authorized third-party service providers, in the U.S., EEA, or the U.K.
• Processing of Personal Data: Use of the Service does not require The Service Provider to process Personal Data. If Client wishes to submit Personal Data, a Data Processing Addendum ("DPA") must be executed. The DPA will be incorporated by reference into this Contract. The Service Provider's processing of Personal Data as a data controller will comply with The Service Provider's Privacy Policy.
• Third-Entity Service Providers: The Service Provider may use third-party service providers to assist in providing and securing the Software Solutions. The Service Provider is responsible for the actions of these service providers as if it were performing the services directly.
• In-Product Cookies: The Service Provider uses first-party cookies to collect information that ensures secure and reliable use of the Software Solutions. This information is used only to provide the Software Solutions or in aggregate form and does not identify Clients or Users personally.

7. Confidentiality

Both Stakeholders agree to protect the other's Confidential Information with the same care they use to protect their own confidential information, but no less than a reasonable standard of care. This obligation continues for three (3) years after the termination of this Contract. An Entity may disclose Confidential Information with the other Entity's consent or to Affiliates, employees, or agents who need to know the information and are bound by confidentiality agreements.

Compelled Disclosure: If required by law to disclose Confidential Information, the Receiving Entity will provide prior notice to the Disclosing Entity, if legally permitted, and reasonable assistance at the Disclosing Entity's expense.

Destruction of Confidential Information: Upon request, the Receiving Entity will destroy all copies of the Disclosing Entity's Confidential Information, except for electronic copies stored in Backup Media, which remain subject to confidentiality obligations.

Remedies: The Disclosing Entity may seek injunctive relief if the Receiving Entity discloses or uses Confidential Information in breach of this Contract.

8. Warranties

Mutual Warranties: Each Entity represents and warrants that it has the legal authority to enter into this Contract.

The Service Provider Warranties: The Service Provider warrants that the Software Solutions will perform in accordance with the applicable Documentation. If the Software Solutions do not perform as warranted, The Service Provider will use commercially reasonable efforts to correct them. If The Service Provider cannot make the Software Solutions conform within 30 days, either Entity may terminate the Contract, and The Service Provider will refund any prepaid fees for the remaining Subscription Term.

Beta Software Solutions: Beta Software Solutions are provided "as-is" for evaluation purposes, not for production use, and are not considered part of the Software Solutions for warranty or indemnification purposes.

9. Indemnification

Indemnification by The Service Provider: The Service Provider will indemnify and defend Client from any third-party claims that the Software Solutions infringe on intellectual property rights. If such a claim arises, The Service Provider may, at its discretion, procure the right for Client to continue using the Software Solutions, replace or modify the infringing item, or terminate the Contract and refund any unused prepaid fees.

Indemnification by Client: Client will indemnify and defend The Service Provider from any third-party claims related to Client Property or Client's breach of the Platform Guidelines.

Indemnification Conditions: The Stakeholders' indemnification obligations are contingent upon the indemnified party providing prompt notice, giving control of the defense to the indemnifying party, and cooperating with the defense.

10. Limitation of Liability

Exclusion of Damages: NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA.

Cap on Monetary Liability: EACH PARTY'S LIABILITY WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER DURING THE 12 MONTHS PRIOR TO THE CLAIM. LIABILITY FOR BREACH OF DATA PRIVACY OR CONFIDENTIALITY WILL NOT EXCEED TWO TIMES THE BASE CAP.

Exclusions: The limitations do not apply to indemnification obligations or breaches of confidentiality.

11. Term and Termination

Term of Contract: This Contract is effective from the Effective Date and continues until terminated as provided herein.

Term of Subscriptions: Subscriptions commence on the start date in the Order Form and automatically renew unless either Entity provides notice of non-renewal at least 30 days before the renewal date.

Termination: Either Entity may terminate this Contract for material breach if the breach is not cured within 30 days of notice.

Effect of Termination: Upon termination, Client will cease using the Software Solutions, and The Service Provider will provide a copy of Client's Inputs and Outputs upon written request within 30 days of termination.

12. Miscellaneous

• Relationship: This Contract does not create a partnership, joint venture, or employment relationship between the Stakeholders. The Service Provider is an independent contractor.
• Entire Understanding: This Contract constitutes the entire agreement between the Stakeholders and supersedes all prior agreements. Conflicts between this Contract and any Order Form will be resolved in favor of the Order Form.
• Modification; Waiver: No modifications or waivers are valid unless in writing and signed by both Stakeholders, except for updates to the Use Policy, which are effective upon posting.
• Governing Law; Venue: Disputes will be resolved by binding arbitration in Fort Worth, Texas, under Texas law, except for actions seeking equitable relief.
• Assignment: Neither Entity may assign rights or obligations without the other's consent, except in connection with a merger or sale of all assets.
• Notices: Notices must be in writing and delivered by personal delivery, courier, or email, with an electronic copy sent to [email protected].
• Anti-Corruption: Client agrees it has not received any improper payments or transfers from The Service Provider employees or agents in connection with this Contract.
• Force Majeure: Neither Entity will be liable for failure to perform due to causes beyond their control. If such an event continues for more than 30 days, either Entity may terminate the Contract.
• Severability: If any provision is found invalid, it will be modified to achieve the intent while the remaining provisions will remain in effect.