Master Services Agreement
This EasyLLM Master Services Agreement (“Agreement”) is made between EasyLLM, Inc., a Delaware corporation having its principal place of business at 1007 N Orange St. 4th Floor Suite #1653, Wilmington, DE 19801 (“EasyLLM”), and Customer (defined below) and govern the Customer’s use of the EasyLLM Assets (each as defined below).
“Customer” means a person or entity that accepts and agrees to the terms of this Agreement as of the earlier date (“Effective Date”) where such person or entity either clicks a box indicating acceptance of this Agreement or uses a EasyLLM Asset. EasyLLM reserves the right to modify or update this Agreement in its sole discretion, the effective date of such updates and/or modifications will be the earlier of: (i) 30 days from the date of such update or modification; or (ii) Customer’s continued use of the EasyLLM Asset.
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE EasyLLM ASSETS. THE EasyLLM ASSETS ARE INTENDED FOR THE CUSTOMER AND ITS AUTHORIZED USERS ONLY AND ARE NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT AND THIS AGREEMENT APPLIES TO SUCH ENTITY WHICH IS DEEMED THE CUSTOMER.
If Customer and EasyLLM have executed a written agreement governing Customer’s access to and use of the EasyLLM Assets as a EasyLLM customer, then the terms of such signed agreement will govern and will supersede this Agreement.
1. Definitions. The definitions of certain capitalized terms used in this Agreement are set forth below. Others are defined in the body of the Agreement, an Order Form/
a. “Affiliate” means, with respect to an entity, any entity or person which directly or indirectly controls, is controlled by, or is under common control with that entity.
b. “Authorized User” means one individual (no concurrent usage with other users is permitted), whether for themself or on behalf of their entity, that are authorized by Customer to use the Software and/or Service.
c. “Beta Features” means any EasyLLM Asset (e.g., designated as “Private Preview” or “Public Preview”) features, functionality or services which EasyLLM may make available to Customer to try at no additional cost, and which is designated as beta, trial, non-production or another similar designation.
d. “Confidential Information” means any information of a confidential or proprietary nature provided by a party to the other party, which includes any information that should be reasonably understood as confidential under the circumstances, including the terms of this Agreement and each Order Form, and: (i) with respect to EasyLLM, the EasyLLM Assets, Beta Features; and (ii) with respect to Customer, the Customer Data. Confidential Information does not include information that: (A) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed; (B) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (C) is independently developed by Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (D) is obtained by Receiving Party without restrictions on use or disclosure from a third party.
e. “Customer Data” means any data, information, content, or other materials transferred to EasyLLM via the Software or Service, or in connection with EasyLLM’s provision of Support Services, by Customer and/or its Authorized Users including, but not limited, to Models and Projects, and any and all reproductions, visualizations, analyses, automations, scales, and other reports generated by the Software and/or Service based on such Models and Projects.
f. “Documentation” means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Software and/or Service, as may be provided or made available by EasyLLM to Customer, whether in written or electronic form, including all modifications, Updates, upgrades thereto and derivative works thereof.
g. “Malicious Code” means any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms that would: (i) cause the Software or Service to cease functioning; (ii) damage or corrupt any EasyLLM owned or controlled data, programs, equipment, systems, servers or communications; or (iii) interfere with the operations of the Software or Service (e.g., Trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, or drop dead or trap door devices).
h. “Model” means any machine learning/deep learning model uploaded to the Service, or built, by Customer in connection with a Project.
i. “Order Form” means: (i) each order document executed in writing between the parties for the purchase of a subscription to the Software and/or Service; and/or (ii) the purchase of a subscription to the Service through the Service (e.g., by means of the Service dashboard).
j. “Prohibited Content” means content that: (i) is illegal under any applicable law; (ii) violates any third-party rights including, but not limited to, privacy, intellectual property rights and trade secrets; (iii) contains false, misleading, or deceptive statements, depictions, or practices; (iv) contains Malicious Code; or (v) is otherwise objectionable to EasyLLM in its sole, but reasonable, discretion.
k. “Project” means a deep learning/machine learning research project for which Customer utilizes the Software and/or Service, that may generate Models, evaluate Models or process data.
l. “Service” means EasyLLM’s proprietary software solution for building and managing machine learning Models which includes aspects of the Software (for the specified Deployment Type) and Documentation.
m. “Software” means software that EasyLLM develops and maintains in order to provide the Service, including the Beta Features, and all modifications, Updates, upgrades thereto and derivative works thereof.
n. “Subscription Term” is the length of the subscription specified in the Order Form.
o. “Taxes” means any and all customs, duties, national and local sales, use, or value added taxes, goods and services tax, consumption tax, withholding tax, or similar charges, federal, state or otherwise, ding penalties and interest however designated, which are levied or imposed by any governmental entity.
p. “Updates” means any corrections, fixes, patches, workarounds, and minor modifications, for and to the Software denominated by version changes, that EasyLLM provides in connection with this Agreement.
q. “EasyLLM Assets” means the Software, Service and Documentation.
2. Licensing and Limitations on Usage
a) For EasyLLM's platform products, subject to the conditions of this Agreement and the relevant Order Form, EasyLLM grants the Client a circumscribed, non-exclusive, non-sublicensable, and non-transferrable (unless otherwise stated herein) license for the Subscription Term. This license is strictly for the Client's internal business operations and extends to the number of Authorized Users and Deployment Type indicated on the Order Form, allowing use of the Service and Documentation.
b) Limitations on the Service & Software. The Client agrees not to (and not allow any third party to): (i) permit anyone other than Authorized Users to access and use the EasyLLM Assets; (ii) distribute any EasyLLM issued access credentials to any third party; (iii) reverse engineer, decompile, disassemble, or in any other way attempt to uncover the source code or interface protocols of the Software; (iv) alter, adapt, or translate the Software or remove or modify any proprietary markings or restrictive legends placed on or within the EasyLLM Assets; (v) reproduce, store, or archive, any part of the EasyLLM Assets without EasyLLM's prior written consent, except for Client Data produced by the Client through the intended functionality as elucidated in the Documentation; (vi) use the EasyLLM Assets in breach of any applicable law; (vii) introduce any Malicious Code into the Software or Service; or (viii) exploit the Software or Service in an unauthorized manner, for example, by circumventing any process EasyLLM has implemented to safeguard the Software or Service, or by deploying bots or crawlers that may negatively affect server or network capacity or Software infrastructure (together, (i) through (viii) the “Limitations”). These Limitations will not apply where prohibited by applicable law.
d) Trial Period. Subject to the terms of the Agreement and Order Form, including payment of any fees associated with the Trial Period (if any), starting from the Effective Date and for the period stated on the Order Form, the Client is granted the right to use the EasyLLM Assets for Trial purposes (“Trial Period”). Prior to the end of the Trial Period, the Client may terminate this Agreement without further obligation by providing written notice to EasyLLM (“Trial Termination Notice”). If EasyLLM does not receive an Trial Termination Notice prior to the end of the Trial Period, the Subscription Term begins upon the expiration of the Trial Period, and EasyLLM will invoice the Client as per EasyLLM's current and standard pricing at https://www.easyllm.tech/pricing.
f) Beta Features. Beta Features provided by EasyLLM are exclusively for the Client's testing purposes. EasyLLM does not guarantee the inclusion of Beta Features in any future versions of the EasyLLM Assets. The Client is under no obligation to use Beta Features. EasyLLM reserves the right to remove Beta Features immediately and without notice for any reason, without incurring liability to the Client. Notwithstanding anything else in this Agreement, EasyLLM does not provide Support for Beta Features. For the avoidance of doubt, all Beta Features are provided “AS IS” without any warranty.
g) Marketing & Logo Permissions. The Client gives EasyLLM permission to use the Client's name and logo on EasyLLM's website solely for the purpose of identifying the Client as a customer. The Client grants EasyLLM the right to create a “Co-Branded Case Study” (i.e., promotional materials) that will include approved responses and feedback from the Client regarding the usage of EasyLLM's products and services, and agrees to participate in its creation.
3.Obligations of the Software & Service
a. Provision of Software & Service. EasyLLM will deliver the Software and Service in accordance with this Agreement, the relevant Order Form(s), and applicable Documentation. EasyLLM will be accountable for hosting the Service.
b. Software Upgrades. EasyLLM reserves the right to periodically upgrade the EasyLLM Assets throughout the Subscription Term.
c. Support Services. Unless otherwise specified in the relevant Order Form, EasyLLM will extend Support Services to customers during each Subscription Term, in line with the subscription plan detailed on the pricing page. The subscription fee, as detailed in the Order Form, includes the charges for Support Services.
4. Customer Obligations
a. Internet Access. The Customer is responsible for securing the necessary Internet connections needed to access EasyLLM Assets and for the specified Deployment Type.
b. Software Upgrades. The Customer is responsible for adapting to upgrades and implementing any recommended steps associated with these updates. Failure to do so may adversely affect the performance of the Software.
c. User Data. EasyLLM may collect and analyze data and other information related to the provision, use, and performance of the Software and Service (“User Data”), strictly for internal purposes to improve and enhance the Software and Service. EasyLLM may disclose insights derived from User Data, but all User Data in such disclosure will be anonymized and aggregated, will not identify the Customer or the Customer’s users, and will not be disclosed in a way that would allow a third party to determine the Customer’s or Customer’s users’ identity.
d. Export Compliance. The EasyLLM Assets are subject to export control laws and regulations. The Customer may not access or use the EasyLLM Assets or any underlying information or technology except in full compliance with all applicable United States export control laws. Neither the EasyLLM Assets nor any underlying information or technology may be accessed or used: (i) by any individual or entity in any country to which the United States has embargoed goods; or (ii) by anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Commerce Department’s list of prohibited countries or debarred or denied persons or entities.
5. Data Licensing & Safeguards
a. Data Licensing. In the process of utilizing the Software and/or Service, the Client (including its Authorized Users) may transmit Client Data to EasyLLM. EasyLLM uses this Client Data to offer the Software and Service. The Client thereby grants EasyLLM a restricted license during every Subscription Term to utilize Client Data as stipulated in this Section 5(a).
6. Charges
a. Payments. All payment responsibilities are non-cancelable, with all fees being based on the Software and/or Service subscription purchased, not on actual usage and are non-refundable.
c. Delinquent Payments. If any invoiced amount is not received by EasyLLM by the due date as outlined in Section 6(a), EasyLLM, without restricting its rights and remedies, may impose future Software and/or Service renewals and additional Order Forms on payment terms shorter than those specified in Section 6(a); and/or (iii) suspend and terminate due to non-payment (if applicable) the Software and/or Service as per Section 7(b).
c. Pricing and Credit Card Processing. Unless otherwise agreed upon in a separately executed agreement for an Enterprise or other custom plan, charges and limitations for the Service will be based on the pricing published at https://www.easyllm.tech/pricing from the subscription start date. For online Order Forms requiring payment by credit card, EasyLLM utilizes a third-party credit card processing service. The Client consents to this service and to the transfer of the Client’s credit card details to the third-party processor for transaction purposes. The client also agrees to abide by any separate terms applicable to the processing service. The Client’s credit card will automatically be charged for the Software and/or Service at the end of each billing cycle. Online Order Forms will auto-renew for additional periods of the same duration as the expiring term. If the Client does not wish to auto-renew, a support request must be submitted at least three (3) days before the expiration of the current term. EasyLLM reserves the right to provide notice of non-renewal at least fifteen (15) days before the end of any online Order Form term.
7. Period & Termination
a. Period. The “Period” of the Agreement begins on the Effective Date and will continue so long as there is an active Subscription Term under an Order Form, or until earlier termination as per Section 7(b). For clarity, each Subscription Term will be stipulated in the relevant Order Form.
b. Suspension & Termination for Non-Payment. EasyLLM may suspend the Client’s access to, or use of, the Software and/or Service upon written notice if any amount due to EasyLLM under any invoice is overdue. If the Client fails to pay within 30 days of receiving EasyLLM’s suspension notice for late payment, EasyLLM may immediately terminate this Agreement and/or the relevant Order Forms upon written notice to the Client.
c. Termination. Either party can terminate this Agreement and/or any Order Form: (i) upon thirty (30) days’ notice to the other party if the other party significantly breaches this Agreement and such breach remains uncured at the end of such thirty (30) day period; or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.
d. Effect of Termination. If the Client terminates this Agreement in accordance with Section 7(c)(i), EasyLLM will refund the Client on a pro-rata basis for any pre-paid fees applicable to the remaining Subscription Term as of the termination date. Upon termination or expiration of this Agreement for any reason, EasyLLM will, upon written request and within 30 days of such request, delete all Client Data processed on behalf of the Client during the Subscription Term.
e. Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 8 (Confidentiality), 9 (Ownership), 11 (Indemnification), 12 (Limitation on Liability), and 14 (Miscellaneous, as applicable).
8. Confidentiality
a. Each party that receives (“Receiving Party”) Confidential Information of the other party (“Disclosing Party”) will protect and preserve such Confidential Information as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use or disclose the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement and applicable Order Forms. b. Receiving Party may disclose, distribute, or disseminate Disclosing Party’s Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors, or agents (its “Representatives”), provided Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives. c. A Receiving Party will not violate its confidentiality obligations if it discloses Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed. d. Each party acknowledges that any violation or threatened violation of this Section 8 may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
9. Proprietary Rights
a. EasyLLM Property. Among the parties, EasyLLM possesses and retains all rights, title, and interest in and to the EasyLLM Assets and Feedback. This Agreement or any other means does not transfer any other rights to the Client from EasyLLM.
b. Client Property. Among the parties, the Client owns and retains all rights, title, and interest in and to the Client Data. Except for the licenses granted to EasyLLM in Section 5(a), the Client does not transfer any other rights to EasyLLM by means of this Agreement or otherwise.
c. Feedback. The Client may offer EasyLLM comments, suggestions, and recommendations regarding the EasyLLM Assets (including potential modifications, enhancements, improvements, and other changes) (collectively, “Feedback”). EasyLLM has the discretion to use and exploit such Feedback freely, without any obligation to the Client, unless otherwise agreed in writing. The Client assigns to EasyLLM any proprietary right it may have in the Feedback.
10. Affirmations & Warranties; Exclusion of Liability
a. Joint Affirmations and Warranties. Each party affirms and guarantees that it has lawfully entered into this Agreement and possesses the legal capacity to do so.
b. Client Affirmations and Warranties. The Client affirms and guarantees that it: (i) has the right to transfer, or facilitate the transfer of, all Client Data to EasyLLM; (ii) has all necessary rights to grant EasyLLM the licenses stated in this Agreement; and (iii) will not transmit any Forbidden Content to EasyLLM either via the Software and/or Service or as required for EasyLLM’s provision of Support hereunder.
c. Exclusion of Liability. EXCEPT FOR THE LIMITED WARRANTIES OUTLINED IN THIS SECTION 10, THE EASYLLM ASSETS AND BETA FEATURES ARE PROVIDED “AS IS” TO THE MAXIMUM EXTENT ALLOWED BY LAW. EASYLLM AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER IMPLIED OR EXPRESS, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, SUITABILITY FOR ANY SPECIFIC PURPOSES, AND NON-INFRINGEMENT. EASYLLM DOES NOT GUARANTEE THAT THE EASYLLM ASSETS OR BETA FEATURES: (I) ARE FREE OF ERRORS; (II) WILL OPERATE UNINTERRUPTED; OR (III) WILL MEET THE CLIENT’S REQUIREMENTS.
11. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, EasyLLM AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND EasyLLM’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO EasyLLM FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT EasyLLM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with EasyLLM’s prior written consent. EasyLLM may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind the EasyLLM in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with EasyLLM to serve as a reference account upon request.
Last updated on Sep 18 2023.